Common use of Supplied Materials Clause in Contracts

Supplied Materials. 15.1 The Parties may agree that COMPANY supplies certain or all raw materials or packaging, which are needed to manufacture the Product, to FRESENIUS (“Supplied Materials”). If the Parties agree on this, the Supplied Materials will be listed and specified in the relevant Annex of the applicable Quality Agreement and/or the applicable Product Schedule. 15.2 COMPANY will provide Supplied Materials (as specified in the applicable Product Schedule or as specified in the relevant Annex of the applicable Quality Agreement), unless otherwise mutually agreed in writing by the Parties, [***], to the FRESENIUS manufacturing site for the Product, in such quantities and quality of the Supplied Materials as are required to enable FRESENIUS to manufacture and deliver the quantities and quality of Products ordered. FRESENIUS agrees (a) to use the Supplied Materials exclusively for the manufacturing of the Products under this Agreement, (b) to account for all Supplied Materials, (c) not to provide Supplied Materials to any third party without the express prior written consent of COMPANY, and (d) [***], to destroy or return to COMPANY all unused quantities of Supplied Materials according to COMPANY’s written directions. 15.3 If any Supplied Materials negatively deviate from the quality agreed to in writing by the Parties in the applicable Quality Agreement for such Supplied Materials or if the deliveries of Supplied Materials suffer shortfalls, damages, delays or defects not caused by FRESENIUS actions or inactions, FRESENIUS shall immediately notify COMPANY, and COMPANY shall promptly supply FRESENIUS with conforming Supplied Materials. Should COMPANY not be able to timely meet the requirements for Supplied Materials through no fault of FRESENIUS and therefore the Manufacturing is stopped, delayed, frustrated or otherwise blocked, the Parties will discuss in good faith the impact and how to deal with this situation and possible losses. [***].