Supply. 4.1 Where the Seller accepts delivery nominations at Malaysia port, all such deliveries shall be within the port limits of Malaysia, unless delivery outside of such port limits is agreed in writing by the Seller. 4.2 Where the Seller accepts delivery nominations at other parts, all such deliveries shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Seller. 4.3 All deliveries under a Contract shall be made ex-light/barge in accordance with the instructions given by the Buyers or the Master of the Vessel, subject to the Seller’s agreement to such instructions, which agreement shall be reached before commencement of the time for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reached, and if no such agreement is reached within fourteen (14) days from the time of the delivery under the Contract, the Seller shall be entitled to terminate the contract but without prejudice to the seller’s right to claim damages from the Buyer. 4.4 The buyer shall alone bear the responsibility and risk for the choice of bunker oil and the Seller shall not be obliged to check whether said choice is suitable for the vessel in questions. If the oil lives up to its specifications and is generally of the same quality as the oil marketed in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as to the characteristics of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer and shall be regarded as ex-gratia only. 4.5 The Buyer shall give the Seller, unless otherwise agreed in or requested by the Seller, at least five (5) days advance notice of requirements (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller) prior to the time of requested delivery. Such notice shall identify the Buyer and Contract and shall specify all delivery details, including but not limited to, the port, name of vessel, the agent of Vessel its estimated time of arrival, approximate date of delivery, location of vessel, method of delivery and confirmation of the grade and quantity of Marine Fuel ordered. The Buyer or the agent of the Vessel shall give the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is required. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contract.
Appears in 3 contracts
Sources: General Terms & Conditions of Sales, General Terms & Conditions of Sales, General Terms & Conditions of Sales
Supply. 4.1 Where ORGENTEC shall supply Proprius with ORG 548 Anti-MCV 96-well titer plates and associated reagents (“Plates”). During the Seller accepts delivery nominations at Malaysia portTerm, all ORGENTEC agrees to sell and supply to Proprius such deliveries shall quantities of Kits as may be within the port limits of Malaysia, unless delivery outside of such port limits is agreed in writing set forth on purchase orders placed by the Seller.
4.2 Where the Seller accepts delivery nominations at other parts, all such deliveries shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Seller.
4.3 All deliveries under a Contract shall be made ex-light/barge Proprius in accordance with this Section 2.7. Proprius shall order Kits by submitting written purchase orders to ORGENTEC specifying the instructions given quantity of Kits ordered, the desired shipment date for such Plates and any relevant shipping instructions. Proprius shall submit each purchase order to ORGENTEC at least 30 days in advance of the desired shipment date specified in such purchase order. ORGENTEC shall make each shipment of Kits in the quantity and on the shipment date specified for it on Proprius’ purchase order, via the mode(s) of transportation and to the destination specified on such purchase order. Any shipment shall be delivered [EXW ](Incoterms 2000). Any purchase orders for Kits submitted by Proprius to ORGENTEC shall reference this Agreement and shall be governed exclusively by the Buyers terms contained herein. The parties hereby agree that the terms and conditions of this Agreement shall supersede any term or condition in any order, confirmation or other document furnished by Proprius or ORGENTEC that is in any way inconsistent with these terms and conditions, ORGENTEC agrees to use its commercially reasonable efforts to ensure that Kits ordered by Proprius hereunder shall be delivered on the Master scheduled delivery dates set forth in the relevant purchase orders. Promptly upon receipt of a shipment, Proprius shall inspect such shipment. Proprius shall notify ORGENTEC in writing and may reject any portion of any shipment of Plates if such portion of any shipment does not conform to the applicable specifications established by ORGENTEC for the Plates, as in effect from time to time. If Proprius does not notify ORGENTEC of any such deficiency of the Vesselshipment within 7 days upon receipt, subject to the Seller’s agreement to such instructions, which agreement shipment shall be reached before commencement of the time deemed approved, except for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reached, and if no such agreement is reached within fourteen (14) days from deficiencies that were not apparent at the time of the delivery under inspection. The initial approval is however based on a visual inspection of the Contract, plates/kits and a standard QC check to assure performance specifications of a limited sample of the Seller shall be entitled to terminate the contract but without prejudice purchased goods are met. Any change in or loss of performance compared to the seller’s right product specifications over time on the rest of the purchased plates/kits would fall under ORGENTEC’S product warranty. In case of a presumed lack of performance, Proprius would, if available and to claim damages from the Buyer.
4.4 The buyer shall alone bear extent permitted by applicable laws and commercially reasonable provide ORGENTEC with patient samples, which seem to have resulted in questionable or wrong results, so that ORGENTEC can use them for their internal QC of the responsibility and risk for product which did not fulfill the choice of bunker oil and the Seller shall not be obliged to check whether said choice is suitable for the vessel in questionsProprius QC or performance specifications. If the oil lives up total available supply of Kits is insufficient to its specifications meet the requirements of Proprius and ORGENTEC’s other customers, ORGENTEC shall be under no obligation to meet the order by Proprius but agrees that, in allocating the available supply of Kits while such shortage is generally of in effect, ORGENTEC will give Proprius the same quality as the oil marketed in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as “high” priority that ORGENTEC extends to the characteristics any of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer and shall be regarded as ex-gratia onlyits other comparable customers for Kits.
4.5 The Buyer shall give the Seller, unless otherwise agreed in or requested by the Seller, at least five (5) days advance notice of requirements (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller) prior to the time of requested delivery. Such notice shall identify the Buyer and Contract and shall specify all delivery details, including but not limited to, the port, name of vessel, the agent of Vessel its estimated time of arrival, approximate date of delivery, location of vessel, method of delivery and confirmation of the grade and quantity of Marine Fuel ordered. The Buyer or the agent of the Vessel shall give the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is required. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contract.
Appears in 3 contracts
Sources: License Agreement (Exagen Diagnostics Inc), License Agreement (Exagen Diagnostics Inc), License Agreement (Exagen Diagnostics Inc)
Supply. 4.1 Where (i) Hospira shall Manufacture Product for Genzyme from Bulk that Genzyme shall supply to Hospira in quantities sufficient to satisfy Hospira’s gross manufacturing requirements of Product. Unless otherwise specified in the Seller accepts delivery nominations at Malaysia portrelevant Project SOW, Genzyme shall deliver all such deliveries shall be within the port limits required quantities of Malaysia, unless delivery outside of such port limits is agreed in writing by the Seller.
4.2 Where the Seller accepts delivery nominations at other parts, all such deliveries shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Seller.
4.3 All deliveries under Bulk for a Contract shall be made ex-light/barge in accordance with the instructions given by the Buyers or the Master of the Vessel, subject to the Seller’s agreement to such instructions, which agreement shall be reached before commencement of the time for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reached, and if particular Product no such agreement is reached within fourteen later than thirty (1430) days from the time of the delivery under the Contract, the Seller shall be entitled to terminate the contract but without prejudice to the seller’s right to claim damages from the Buyer.
4.4 The buyer shall alone bear the responsibility and risk for the choice of bunker oil and the Seller shall not be obliged to check whether said choice is suitable for the vessel in questions. If the oil lives up to its specifications and is generally of the same quality as the oil marketed in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as to the characteristics of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer and shall be regarded as ex-gratia only.
4.5 The Buyer shall give the Seller, unless otherwise agreed in or requested by the Seller, at least five (5) days advance notice of requirements (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller) prior to the time date that Manufacturing of requested deliverysuch Product is scheduled to commence. Such notice Hospira’s use of Bulk received from Genzyme shall identify be limited to those purposes contemplated by this Master Agreement and the Buyer Manufacture of Product for Genzyme. Genzyme shall deliver Bulk [**] Hospira’s Facility for all deliveries, pursuant to no-cost Purchase Orders that Hospira issues to Genzyme. Genzyme shall be responsible for all costs of transport and Contract and shall specify all delivery detailscarriage insurance. In the event Genzyme fails more than once to deliver the required quantities of Bulk for a particular Product at least [**] days prior to the date that Manufacturing of such Product is scheduled to commence, including but not limited toor as specified in the relevant Project SOW, the portAlliance Team leaders shall meet to establish a remediation plan to address the failure. If Genzyme fails more than twice to deliver the required quantities of Bulk for a particular Product at least [**] days prior to the date that [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Manufacturing of such Product is scheduled to commence, name or as specified in the relevant Project SOW, then a member of vesselthe senior management team from each Party shall meet with one another to review the remediation plan established by the Alliance Team and determine whether Genzyme is capable of delivering Bulk within the specified delivery timeframe. The Parties will at that time determine whether Hospira will continue with the Manufacture the Product in question or, alternatively, decide in the best interests of the Parties that Hospira no longer manufacture such Product.
(ii) With each delivery of Bulk, Genzyme will include a certificate of analysis, signed by an authorized individual from Genzyme’s Quality Group (or his/her designee) containing basic information regarding the Bulk, including: (A) the manufacturing date of the batch/lot delivered; (B) the batch/lot number; (C) the quantity of Bulk in such batch/lot as shipped to Hospira; (D) an indication of the expiry date of the batch/lot of Bulk by which Hospira must begin filling operations; and (E) the testing (if any) to which the batch/lot of Bulk has been subjected and the test results.
(iii) Unless otherwise specified in the relevant Project SOW, within [**] calendar days of Hospira’s receipt of any Bulk supplied by Genzyme hereunder, Hospira shall: (A) perform an identification test on the Bulk and confirm the shipment quantity; and (B) notify Genzyme of any inaccuracies with respect to quantity or of any claim that any portion of the shipment fails the identification test. In the event Hospira notifies Genzyme of any deficiency in the quantity of Bulk received, Genzyme shall promptly investigate such deficiency and provide Hospira with instructions on how to handle the Bulk. Genzyme may ship to Hospira, at Genzyme’s expense, the agent quantity of Vessel its estimated time of arrivalBulk necessary to complete the Bulk shipment. In the event Hospira notifies Genzyme that the Bulk shipment does not conform to the Bulk Specifications, approximate date of delivery, location of vessel, method of delivery and confirmation as evidenced by the results of the grade relevant identification test, Genzyme shall have the right to confirm such findings at Hospira’s Facility.
(iv) If Genzyme determines that such shipment of Bulk did, in fact, conform to the Bulk Specifications, the Parties shall submit samples of such shipment to a mutually acceptable independent expert for testing. If such independent expert determines that the shipment conformed to the Bulk Specifications, Hospira shall bear all expenses of shipping and quantity of Marine Fuel orderedtesting such shipment samples. The Buyer If Genzyme or such independent expert confirms that such shipment did not meet the agent Bulk Specifications, Genzyme shall use commercially reasonable efforts to replace, at no cost to Hospira, the portion of the Vessel shall give Bulk shipment which does not conform to the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays Bulk Specifications and Public Holidays bear all expenses of shipping and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by testing the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is requiredshipment samples. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred independent expert may also determine that additional sample testing by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contractan independent laboratory is necessary.
Appears in 1 contract
Supply. 4.1 Where i. For the Seller accepts delivery nominations at Malaysia portCommercial Sales Stage, all such deliveries shall Acutus will provide forecasts covering four (4) quarters for amounts of Coating Materials and the immediate three (3) quarters will be within the port limits of Malaysia, unless delivery outside of such port limits is agreed in writing by the Sellerbinding on Acutus.
4.2 Where ii. In the Seller accepts delivery nominations at other partsevent Acutus does not purchase sufficient amounts of Coating Materials to meet its binding portion of the forecast for a given quarter, all it shall have the option of satisfying its obligation by paying to Biotectix $[***] for such deliveries shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Sellerquarter.
4.3 All deliveries under iii. Biotectix will fulfill purchase orders for Coating Materials for amounts of Coating Material up to [***]% of the amounts specified in the binding portion of the forecast and use commercially reasonable efforts to accept all other orders for Coating Materials. Acutus shall issue orders for Coating Material from time to time during the Term pursuant to a Contract written purchase order on its standard form and shall be made ex-light/barge provide for shipment in accordance with reasonable delivery schedules and lead times as may be agreed upon from time to time by Acutus and Biotectix, provided that the instructions given maximum lead time from Acutus’ requested delivery date shall not exceed thirty (30) days unless Acutus otherwise expressly agrees in writing. Biotectix shall accept and fill the purchase orders that have been issued by Acutus in compliance with this Paragraph iii. Biotectix shall notify Acutus within ten (10) days after receiving a purchase order if there is any reason why it cannot accept such purchase order. In the event Biotectix does not so notify Acutus within such ten (10) day period, then such purchase order shall be deemed accepted.
iv. The Coating Materials shall conform with the specifications contained in (i) master files submitted by Biotectix or SurModics to the FDA and maintained by Biotectix or SurModics for purposes of premarket approval of medical devices and (ii) Biotectix product specification files (collectively, the “Coating Material Specifications”). In the event of a Supply Failure by Biotectix and to the extent the Coating Materials contain a SurModics Reagent and Biotectix has provided written notice thereof, Biotectix shall request from SurModics the right to grant a sublicense to Acutus which includes the right for Acutus to “have made” Licensed Products or Coated Products and to make such Coating Materials under the SurModics Agreement. If SurModics consents to the grant of such sublicense, Biotectix shall, only at Acutus’ advance written request, grant such sublicense and provide technology transfer for manufacture of the Coating Materials using the SurModics Reagent as provided in this paragraph. In the event of a Supply Failure by Biotectix and to the extent the Coating Materials do not contain a SurModics Reagent, Biotectix shall grant to Acutus a right to make the Coating Materials and provide technology transfer for manufacture of the Coating Materials as provided in this paragraph. Technology transfer for manufacture of the Coating Materials includes (i) identifying qualified manufacturers of products and relevant components; (ii) using commercially reasonable efforts to assist Acutus in securing supply terms for raw materials that are similar to the terms in Biotectix’s agreements with its suppliers of raw materials; (iii) transferring all materials, documentation, and equipment necessary to manufacture such Coating Material as soon as possible; (iv) reasonably cooperating with and assisting Acutus as may be reasonably necessary or desirable in order to enable Acutus to understand and implement the Biotectix Technology for manufacture of the Coating Material; (v) making reasonably available Biotectix personnel with expertise in manufacturing of such Coating Material to answer Acutus’ questions related to such Coating Material; and (vi) otherwise diligently cooperating with Acutus without charge as reasonably necessary to enable Acutus to exercise its rights under the Coating Material License.
v. In the event of (i) such a Supply Failure of Coating Materials that contain a SurModics Reagent by Biotectix during the Commercial Sales Stage and (ii) Biotectix grants to Acutus the sublicense right to make Coating Materials containing a SurModics Reagent and (iii) Acutus requests technology transfer for the manufacture of such Coating Materials that includes the use of the SurModics Reagent, Acutus agrees that SurModics shall be Acutus’ sole source for the SurModics Reagents in the Coatings Materials; provided that (i) SurModics Reagents are available for purchase by Acutus at the same prices that SurModics ordinarily offers to its other clients for equivalent volume consumption as evidenced by the Buyers most current annual price list which SurModics provides to its clients, which list SurModics or Biotectix will provide to Acutus no later than thirty (30) days after the Master beginning of each calendar year thereafter, (ii)
vi. Acutus shall pay Biotectix for Coating Materials on a per unit basis as follows for the calendar year 2015: Coating Material Description Price per ▇▇▇▇ ▇ liter Solution A, 10 ml Solution B $ [*** ] 500 liter Solution A, 5 ml Solution B $ [*** ] 100 liter Solution A, 1 ml Solution B $ [*** ] After 2015, Acutus shall pay Biotectix for Coating Materials at the same prices that Biotectix ordinarily offers to its other clients for equivalent volume consumption as evidenced by the most current annual price list which Biotectix provides to its clients, which list Biotectix will provide to Acutus no later than thirty (30) days after the beginning of each calendar year thereafter; provided that such pricing shall be fixed for each calendar year and shall not exceed the greater of: (a) [***] ([***]%) of the Vessel, subject to the Seller’s agreement to such instructions, which agreement shall be reached before commencement of the time for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reached, and if no such agreement is reached within fourteen (14) days from the time of the delivery under the Contract, the Seller shall be entitled to terminate the contract but without prejudice to the seller’s right to claim damages from the Buyer.
4.4 The buyer shall alone bear the responsibility and risk pricing for the choice of bunker oil preceding calendar year; and (b) the Seller shall not be obliged to check whether said choice is suitable price for Coating Material as adjusted for the vessel in questions. If increased actual cost to Biotectix for the oil lives up to its specifications and is generally of the same quality as the oil marketed raw materials in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as to the characteristics of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer and shall be regarded as ex-gratia only.
4.5 The Buyer shall give the Seller, unless otherwise agreed in or requested by the Seller, at least five (5) days advance notice of requirements (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller) prior to the time of requested delivery. Such notice shall identify the Buyer and Contract and shall specify all delivery details, including but not limited to, the port, name of vessel, the agent of Vessel its estimated time of arrival, approximate date of delivery, location of vessel, method of delivery and confirmation of the grade and quantity of Marine Fuel ordered. The Buyer or the agent of the Vessel shall give the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is required. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contract.Coating Material
Appears in 1 contract
Supply. 4.1 Where the Seller accepts delivery nominations at Malaysia port, all such deliveries shall be within the port limits of Malaysia, unless delivery outside of such port limits is agreed in writing by the Seller.
4.2 Where the Seller accepts delivery nominations at other parts, all such deliveries shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Seller.
4.3 All deliveries under a Contract shall be made ex-light/barge in accordance with the instructions given by the Buyers or the Master of the Vessel, subject to the Seller’s agreement to such instructions, which agreement shall be reached before commencement of the time for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reached, and if no such agreement is reached within fourteen (14) days from the time of the delivery under the Contract, the Seller shall be entitled to terminate the contract but without prejudice to the seller’s right to claim damages from the Buyer.
4.4 The buyer shall alone bear the responsibility and risk for the choice of bunker oil and the Seller shall not be obliged to check whether said choice is suitable for the vessel in questions. If the oil lives up to its specifications and is generally of the same quality as the oil marketed in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as to the characteristics of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer and shall be regarded as ex-gratia only.
4.5 The Buyer shall give the Seller, unless otherwise agreed in or requested by the Seller, at least five (5) days advance notice of requirements (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller) prior to the time of requested delivery. Such notice shall identify the Buyer and Contract and shall specify all delivery details, including but not limited to, the port, name of vessel, the agent of Vessel its estimated time of arrival, approximate date of delivery, location of vessel, method of delivery and confirmation of the grade and quantity of Marine Fuel ordered. The Buyer or the agent of the Vessel shall give the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is required. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contract.
4.6 Delivery of Marine Fuel by the Seller to the Buyer shall be carried out, inter alia, subject to any regulations, requirements and procedures (including any amendments and revisions thereof) as may be prescribed from time to time by any government authority at the port at which the Seller accepts delivery nominations. The Buyer shall, in any event, be solely responsible for ascertaining, acquainting, itself and complying with inter alia, such regulations, requirements and procedures which are applicable at the Delivery Port and in complying with all relevant berth restrictions and requirements.
4.7 Vessels, including tankers, shall be supplied as promptly as circumstances permit, but Seller shall in no event be liable for any losses or demurrage, whatsoever and howsoever incurred by the Buyer due to or arising in connection with any delay or congestion at the shore terminal, or to any other commitment(s) of available barges in the delivery of the Marine Fuel under the Contract to the Buyer. This condition will also apply where bunker delivery does not take place during the major holidays and practices of that port or country.
4.8 The Buyer shall be responsible for all connections and disconnections of delivery hose to the Vessel. The Buyer shall render all other necessary assistance and provide sufficient tankage and equipment to receive promptly the delivery under the Contract. Where delivery is undertaken ex-wharf, the buyer shall promptly receive the delivery and withdraw the Vessel from shore terminal or wharf once delivery is completed.
4.9 The risk for the bunker oil shall be transferred successively, as it passes through the fixed receiving connector in the Buyer’s vessel.
4.10 In addition to the Buyer being responsible for payment of the purchase price and any cost pursuant to point 2.1, the Seller reserves the right to look to the owner of the vessel to the extent the ship owner is responsible pursuant to the legislation of his homeland, and the Seller furthermore reserves the right to safeguard himself by Maritime Lien or the like in the vessel to the extent that this is authorized in a jurisdiction where the vessel can be found. It is noted that the rule concerning venue and choice of law mentioned under clause 15.1 (Dispute Resolution Clause) shall be considered unwritten in relation to the rights conferred on the Seller according to the present point.
Appears in 1 contract
Sources: General Terms & Conditions of Sales
Supply. 4.1 Where 2.1 PharmaPrint and its Affiliates shall have the Seller accepts delivery nominations at Malaysia portright and obligation to supply to AHP and AHP Affiliates one-hundred percent (100%) of their requirements of Licensed Products in the Territory. During the period in which AHP's rights under Paragraph 2.1(a) of the License Agreement (U.S.) are exclusive, all such deliveries PharmaPrint and its Affiliates agree not to supply to any third party or market for sale in the Territory a Licensed Product to any party for use or sale in the OTC Market other than AHP.
2.2 By the first day of the first Contract Year, AHP shall provide PharmaPrint with a forecast prepared in good faith of its quarterly requirements of Licensed Products for the following twenty four (24) month period, the initial twelve (12) month thereof being known as the "Initial Forecast". Purchase orders will be placed by AHP corresponding to the first three (3) months of the Initial Forecast. Throughout the term of the Agreement, AHP shall further provide PharmaPrint with a rolling monthly forecast of AHP's anticipated requirements of Licensed Products for the subsequent twelve (12) month period ("Updated Forecast"). The forecasted requirements of Licensed Products in the initial three (3) month Period of the Initial Forecast and each subsequent Updated Forecast shall be within binding upon AHP. The remaining period of the port limits Initial Forecast and each subsequent Updated Forecast shall not bind AHP to order or accept such forecasted requirements or any part thereof and shall be only for the purpose of Malaysia, unless delivery outside assisting PharmaPrint and its Contractor(s) to plan their manufacturing of such port limits is agreed in writing by Licensed Products for the Sellerapplicable period.
4.2 Where the Seller accepts delivery nominations at other parts, all such deliveries 2.3 AHP shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Seller.
4.3 All deliveries under a Contract shall be made ex-light/barge in accordance with the instructions given by the Buyers or the Master place purchase orders for each of the Vessel, subject Licensed Products with PharmaPrint from time to time specifying the Seller’s agreement to such instructions, which agreement shall be reached before commencement quantities of the time for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reachedLicensed Products desired, and if the places to which and the manner and dates by which delivery is to be made; said delivery dates to be no such agreement is reached within fourteen earlier than ninety (1490) days from the time date of the purchase order unless requested by AHP and agreed to by PharmaPrint.
2.4 PharmaPrint shall acknowledge all purchase orders within ten (10) business days of their receipt. PharmaPrint shall execute all accepted purchase orders by delivery under of all ordered quantities of the ContractLicensed Products no later than the delivery dates provided in the purchase orders of AHP to the destination recited therein, unless requested by AHP and agreed to by PharmaPrint.
2.5 To the extent that the terms of any purchase order or acknowledgment thereof are inconsistent with the terms of this Agreement, the Seller terms of this Agreement shall control.
2.6 Title and risk of loss will pass to AHP upon delivery of Licensed Products to the designated carrier of AHP at Contractor's manufacturing facility or PharmaPrint's storage facility as set forth in Schedule A or may be agreed to by the parties. The parties agree that Contractors' facilities shall be entitled domestically located unless otherwise agreed.
2.7 All Licensed Products supplied by PharmaPrint to terminate the contract but without prejudice AHP in response to purchase orders placed by AHP will conform to the seller’s right to claim damages from the Buyer.
4.4 The buyer shall alone bear the responsibility and risk for the choice of bunker oil and the Seller shall not be obliged to check whether said choice is suitable for the vessel in questions. If the oil lives up to its specifications and is generally of the same quality as the oil marketed in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as to the characteristics of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer Specifications and shall be regarded as ex-gratia onlyaccompanied by the applicable certificate of analysis. PharmaPrint shall further have the sole responsibility for obtaining all Government Approvals.
4.5 2.8 PharmaPrint and/or its Contractor(s) shall procure all active ingredients, inactive ingredients and excipients necessary for the production of the Licensed Products. Title in all such materials shall reside in PharmaPrint.
2.9 The Buyer shall give initial prices for the Seller, unless otherwise Licensed Products are set forth on Schedule A. All prices for Licensed Products are F.O.B. Contractor's manufacturing or PharmaPrint's storage facility as noted in Schedule A or as may be agreed in or requested to by the Sellerparties.
2.10 Except as set forth in Paragraph 2.16, such prices of each such Licensed Product shall remain fixed for a period of two (2) years from the date of receipt by PharmaPrint of AHP's first purchase order for each of such Licensed Products. After such two (2) year period, PharmaPrint may adjust the price of each of the Licensed Products not more than once per Contract Year upon not less than ninety (90) days written notice to AHP, to adjust for increases or decreases in raw material costs ("Raw Materials Costs"), and not more often than once in any Contract Year to adjust for increases or decreases in Contractor's manufacturing costs ("Manufacturing Costs") incurred in the manufacture of the Licensed Product. Any price adjustment hereunder shall apply only to Licensed Products sold in response to orders placed after the date on which such adjustment becomes effective. Increases or decreases in the price of the Licensed Product for Manufacturing Costs in any Contract Year shall not exceed in the aggregate sixty percent (60%) of the increase or decrease in the Consumer Price Index for the related product area published by the U.S. Department of Commerce for the preceding calendar year. PharmaPrint shall cause its Contractors to keep complete and accurate records of all Raw Materials Costs and Manufacturing Costs incurred in the manufacture and delivery of Licensed Products to AHP. PharmaPrint shall provide access to said records during reasonable business hours to a certified public accountant selected by AHP, and reasonably acceptable to PharmaPrint, who shall, at least AHP's expense, have access to such records deemed by such accountant as reasonably necessary in verifying for AHP, not more often than once each calendar year, such costs incurred by PharmaPrint and/or its Contractors.
2.11 AHP agrees to randomly inspect all shipments of Licensed Products to determine whether or not the Licensed Products are in conformity with the Specifications. In the event that any portion of the shipment of Licensed Products received by AHP fails to conform to the Specifications, AHP may reject the non-conforming Licensed Products shipment by giving written notice to PharmaPrint within sixty (60) days of AHP's receipt of the Licensed Products, which notice shall specify the manner in which the Licensed Products fail to meet the Specifications. Failing such notification, AHP will be deemed to have accepted the Licensed Products, and PharmaPrint shall not thereafter be required to indemnify AHP for breach of its warranties under Paragraph 6.3 as to such Licensed Products, except for defects not reasonably discoverable by AHP in such inspection.
2.12 In the event PharmaPrint does not agree that any such Licensed Product failed to meet the Specifications and PharmaPrint and AHP cannot reach agreement with respect to such Licensed Product, PharmaPrint will submit the question of whether the Licensed Product failed to meet the Specifications to an independent laboratory selected by PharmaPrint and approved by AHP for determination. The findings of such laboratory shall be binding upon PharmaPrint and AHP and the cost of such determination shall be paid by the party in error.
2.13 PharmaPrint shall replace any Licensed Product not conforming to the Specifications forthwith, at its expense, or if it is unable to make prompt replacement, PharmaPrint shall either credit AHP's account or refund any payment made on the nonaccepted Licensed Products, depending on AHP's account balance, within forty-five (545) days advance of AHP's receipt of notice of requirements (excluding SaturdaysAHP's nonacceptance. AHP shall return, Sundays at PharmaPrint's expense, the nonaccepted Licensed Products to PharmaPrint or its Contractor, as may be agreed by the parties.
2.14 AHP's right to inspect and Public Holidays right to replacement of Licensed Products not conforming to the Specifications shall not preclude AHP from exercising or enforcing any other rights or remedies it may have to redress any loss or damage resulting from PharmaPrint's failure to supply Licensed Products conforming to the Specifications.
2.15 PharmaPrint shall secure access for AHP to the operations and facilities of PharmaPrint and/or its Contractors wherein Licensed Products are manufactured, packaged, tested, labeled, stored and/or shipped. AHP shall have the right to inspect such operations or facilities during normal workdays between 09:00 business hours, and on reasonable prior notice.
2.16 In the event of a Global Shortage affecting at least one Licensed Product, the parties agree to 17:00 hours by emaildiscuss the institution of a temporary adjustment to the price then if effect for such Licensed Product. However, telex or telefax, unless waived by this provision in no way modifies PharmaPrint's obligations with respect to the Seller) prior to supply of such Licensed Product during the time of requested delivery. Such notice shall identify the Buyer and Contract and shall specify all delivery details, including but not limited to, the port, name of vessel, the agent of Vessel its estimated time of arrival, approximate date of delivery, location of vessel, method of delivery and confirmation of the grade and quantity of Marine Fuel ordered. The Buyer such discussions or the agent of the Vessel shall give the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is required. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contractsuch Global Shortage.
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Sources: Supply Agreement (Pharmaprint Inc)
Supply. 4.1 Where 6.1 For so long as a Patent covering a state in the Seller accepts delivery nominations at Malaysia portTerritory remains valid and unexpired, all LLI agrees to make and sell to Licensee the Products listed in Exhibit C to this Agreement, and any Products of like kind offered by LLI which supercede such deliveries shall be within the port limits of Malaysia, unless delivery outside of such port limits is agreed in writing by the Seller.
4.2 Where the Seller accepts delivery nominations at other parts, all such deliveries shall also be within the port limits of such other parts, unless delivery outside of such port limits of such other ports is agreed in writing by the Seller.
4.3 All deliveries under a Contract listed Products. Such Products shall be made ex-light/barge available in amounts sufficient to meet one hundred percent (100%) of Licensee's requirements and at prices and terms that are the most favorable prices and terms for comparable products of similar nature sold by LLI. Licensee shall place orders for Products from time to time in accordance with its needs, and except as provided below, shall not purchase Products from other suppliers during the instructions given by the Buyers or the Master term of this Agreement, but shall have no continuing obligation to purchase Products.
6.2 If LLI is unable to produce and sell to Licensee Products at prices, quality and quantity reasonably acceptable to Licensee, Licensee shall give notice to LLI in writing of the Vesselbasis for its non-acceptance, subject and LLI shall have a period of thirty (30) days in which to take corrective action or to seek arbitration, if the Seller’s agreement dispute is over what constitutes a reasonable price for Products and quality and quantity are not at issue. If at the end of such thirty day period the condition(s) which caused Licensee to give such instructionsnotice have not been corrected and neither party has requested arbitration pursuant to Section 14 below, which agreement shall be reached before commencement then Licensee may elect to obtain Products from another supplier or suppliers, or manufacture Products on his own account, or pursue the same options with products competitive with Products offered by LLI not covered by a Patent of the time for delivery by the Seller under the Contract. The Seller is entitled to suspend delivery to the Marine Fuel under the Contract until such agreement is reached, and if no such agreement is reached within fourteen (14) days from the time of the delivery under the Contract, the Seller shall be entitled to terminate the contract but without prejudice to the seller’s right to claim damages from the Buyerrelevant jurisdiction.
4.4 The buyer shall alone bear 6.3 During the responsibility and risk for pendency of any arbitration proceeding concerning pricing of Products, LLI will continue to sell Products to Licensee at the choice of bunker oil and the Seller shall not be obliged to check whether said choice is suitable for the vessel price in questions. If the oil lives up to its specifications and is generally of the same quality as the oil marketed in the geographical area concerned, the Seller shall have performed correctly in this respect. Any information provided by the seller as to the characteristics of Marine Fuel shall not be construed as specifications of Marine Fuel to be delivered under a Contract to the Buyer and shall be regarded as ex-gratia only.
4.5 The Buyer shall give the Seller, unless otherwise agreed in or requested by the Seller, at least five (5) days advance notice of requirements (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller) effect prior to the time request for arbitration, or if there is no price then in effect, at a price which represents the average of requested delivery. Such notice shall identify what LLI and Licensee each consider to be a reasonable price.
6.4 Except as provided in Section 6.5, Licensee agrees to return to purchasing Products from LLI if LLI can provide reasonable proof that it is able once again to meet Licensee's current and reasonably foreseeable needs for Products at prices, quality and quantity reasonably acceptable to Licensee.
6.5 Once Licensee has made a substantial investment in preparation for manufacture of Products himself or through a sublicensee pursuant to paragraph 6.2, should LLI again become able to meet such demand in the Buyer and Contract and shall specify all delivery detailsfuture, including but not limited to, the port, name of vessel, the agent of Vessel its estimated time of arrival, approximate date of delivery, location of vessel, method of delivery and confirmation LLI may be reinstated as sole supplier of the grade Products under this Section 6 by purchasing at Licensee's original cost the manufacturing capability invested in by Licensee and quantity complying with the conditions of Marine Fuel ordered. The Buyer or the agent of the Vessel shall give the Seller at least Forty-Eight (48) hours confirmation notice (excluding Saturdays, Sundays and Public Holidays and during normal workdays between 09:00 to 17:00 hours by email, telex or telefax, unless waived by the Seller of the exact quantity of Marine Fuel required and the exact location and exact time at which delivery is required. If the Buyer makes any changes after the confirmations notice, bunker delivery will be subject to point 4.7 Notwithstanding the foregoing, the Buyer shall be liable for any costs or expenses incurred by the Seller resulting from the failure by the Buyer to take delivery of or rejecting in part in full the quantity of Marine Fuel ordered under the Contractparagraph 6.
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