Common use of Shipping & Delivery Clause in Contracts

Shipping & Delivery. Manufacturer agrees not to ship Product to Anterios or its designee until it has received a written approval to release and ship from Anterios; provided however, Manufacturer may invoice Anterios for the applicable Product according to the terms of Section 8.3 of this Agreement whether or not such Product is stored by Manufacturer pursuant to this Section 7.1. Manufacturer agrees to store, under reasonable commercial storage conditions, Product intended for Phase I or Phase II clinical trials pursuant to the terms of the Work Order and Applicable Laws at no additional cost until the date on which Anterios requests that Manufacturer makes available for delivery such Product, or (ii) the second annual anniversary of the release; provided however, Manufacturer will not charge Anterios for any product being stored by Manufacturer for the purposes of stability testing or sample retention pursuant to a Work Order. Thereafter, if requested, Manufacturer will continue to store Product and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. For Product intended for Phase III clinical trials or for commercial sale, Manufacturer will store such Product for [*] at no charge to Anterios and if requested, Manufacturer will continue to store Product for Anterios and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. In instances of Manufacturer’s gross negligence, willful misconduct or breach of this Agreement, Manufacturer’s sole liability, if any, shall be limited to reimbursing, recompensing or indemnifying Anterios for an amount equal to the cost to Anterios of Manufacturer’s Services that were performed in connection with such destroyed, damaged or lost Product. In all other instances, Anterios shall bear the risk of loss for such Product while stored by Manufacturer. When notified to do so by Anterios, Manufacturer will deliver each Batch FCA (Incoterms 2000) Manufacturer’s Facility, (a) on the delivery date specified by Anterios in such notice and addressed to the destination designated by Anterios in writing, and (b) in accordance with the instructions for shipping and packaging specified by Anterios in the applicable Work Order, batch record, study protocol or as otherwise agreed to by the parties in writing. A xxxx of lading will be furnished to Anterios with respect to each shipment. Anterios will bear all costs of further transportation and all risk of delay, or damage in transit as well as the cost of all appropriate insurance. Anterios shall choose a suitable carrier for each shipment of Product beyond Manufacturer’s loading dock.

Shipping & Delivery. Manufacturer agrees not to ship Product to Anterios or its designee until it has received Seller must comply with the shipping method set forth in the applicable PO. If no shipping method is set forth in the applicable PO, Seller shall use a written approval to release and ship from Anterios; provided however, Manufacturer may invoice Anterios shipping method that is suitable for the applicable type of Products or Work Product according to the terms of Section 8.3 of this Agreement whether or not such Product is stored by Manufacturer pursuant to this Section 7.1. Manufacturer agrees to store, under reasonable commercial storage conditions, Product intended for Phase I or Phase II clinical trials pursuant to the terms of the Work Order and Applicable Laws at no additional cost until the date on which Anterios requests that Manufacturer makes available for delivery such Product, or (ii) the second annual anniversary of the release; provided however, Manufacturer will not charge Anterios for any product being stored by Manufacturer for the purposes of stability testing or sample retention pursuant to a Work Order. Thereafter, if requested, Manufacturer will continue to store Product and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. For Product intended for Phase III clinical trials or for commercial sale, Manufacturer will store such Product for [*] at no charge to Anterios and if requested, Manufacturer will continue to store Product for Anterios and charge Anterios the Manufacturer’s then-prevailing reasonable rates for storage. In instances of Manufacturer’s gross negligence, willful misconduct or breach of this Agreement, Manufacturer’s sole liability, if any, shall be limited to reimbursing, recompensing or indemnifying Anterios for an amount equal to the cost to Anterios of Manufacturer’s Services that were performed in connection with such destroyed, damaged or lost Productshipped. In all cases, Seller shall package and ship Products and Work Product in compliance with all applicable laws, regulations, rules, and other instancesgood business practices. A packing list that includes the applicable PO number, Anterios shall bear SHELLBACK part number, description or the risk Products and/or Work Product, quantity of loss Products must accompany each shipment, and copies of any applicable CERTIFICATES OF COMPLIANCE or other vendor qualification data required under Section 5. Seller acknowledges that XXXXXXXXX relies on the timeliness of Seller’s Products and Services and Work Product for such SHELLBACK’s timely completion of products and services for SHELLBACK’s Customers. If Products or Work Product while stored do not arrive by Manufacturer. When notified to do so by Anterios, Manufacturer will deliver each Batch FCA (Incoterms 2000) Manufacturer’s Facility, (a) on the delivery date specified by Anterios in such notice and addressed to the destination designated by Anterios in writing, and (b) in accordance with the instructions for shipping and packaging specified by Anterios set forth in the applicable Work Order, batch record, study protocol PO or as otherwise agreed in writing (“Delivery Date”), and Seller fails to communicate late delivery information before such Delivery Date, SHELLBACK may take either or both of the following actions: (i) the applicable PO may be canceled by SHELLBACK without payment of any Cancellation Charge; and (ii) SHELLBACK may return the parties applicable Products and/or Work Product to Seller at Seller’s expense. Unless otherwise specified in writingthe applicable PO, delivery terms shall be ExW (Ex Works) to the “Ship To” location in the applicable PO (INCOTERMS 2010). A xxxx of lading will be furnished Title shall transfer to Anterios with respect to each shipmentSHELLBACK at the ExW point after unloading. Anterios will bear Seller shall pay all costs of further transportation transportation, including without limitation all insurance costs, import duties, and all risk of delayshipping costs, or damage in transit as well as until delivery to the cost of all appropriate insurance. Anterios shall choose a suitable carrier for each shipment of Product beyond Manufacturer’s loading dockapplicable “Ship To” location.