Off-Grade Material definition

Off-Grade Material means any product produced by Manufacturer during the process of converting Raw Materials into Products, which product does not meet the Specifications. 1.14 "P2S5" shall mean Phosphorous Pentasulfide. 1.15 "P2S5 Assets" shall mean the tangible assets, including building, machinery and equipment owned by Solutia and used exclusively in the manufacture of Product at the P2S5 Unit pursuant to the terms of this Agreement. 1.16 "P2S5 Unit" shall mean the physical plant located at the Manufacturing Site that produces and packages the Product and the ancillary areas necessary or appropriate for the production, packaging, shipping and loading of the Product and unloading and storage of Raw Materials and Packaging Supplies. 1.17 "Product" shall mean P2S5 meeting the specifications set forth in Schedule 1.17, as may be amended from time to time as provided herein (the ------------- "Specifications"). 3 <PAGE> <PAGE> 1.18 "Production Capacity" shall mean, respectively, the Annual, Quarterly, Monthly, Weekly and daily production capacity of the P2S5 Unit to produce Product as set forth on Schedule 1.18 attached hereto. ------------- 1.19 "Purchase Order" shall mean a purchase order for Product submitted to Manufacturer by Purchaser and shall include the quantity of Product to be ordered and the time of delivery. 1.20 "Raw Materials" shall mean sulfur and phosphorous meeting the specifications set forth in Schedule 1.20 hereto ("RM Specifications"). 1.21 "Residual Allocated Costs" shall mean, collectively, Utilities, Taxes, New Fixed Investment and Fixed Costs (as adjusted pursuant to Schedule 4.01) ------------- as are applicable to the Manufacturing Site during the period provided in Section 3.03 hereof. 1.22 "Subsidiary" shall mean any company or other form of legal entity in which either party owns, directly or indirectly, sufficient interest in such company or entity so as to be able to exercise control, or a company or entity in which either party owns or controls at least fifty percent (50%) of the maximum equity, voting or management interest permitted by the laws of the country in which such company or entity is organized or exists. 1.23 "Taxes" shall have the meaning set forth in Schedule 4.01 hereto. ------------- 1.24 "Technology" shall have the meaning set forth in Article 11 hereof. 1.25 "Term" shall have the meaning set forth in Section 3.01 hereof. 1.26 "Tolling Fee" shall have the meaning set forth in Article 4 hereof. 1.27 "Utilities" shall have the ...
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Off-Grade Material means any product produced by Manufacturer during the process of converting Raw Materials into Products, which product does not meet the Specifications.
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Examples of Off-Grade Material in a sentence

  • Any noncompliance in Off-Grade Material to the extent caused by (i) a failure of Raw Materials to comply with the RM Specifications or (ii) Manufacturer's use (but not misuse) of the Technology, is not covered by this warranty.

  • Notwithstanding the foregoing, Manufacturer shall reimburse Purchaser in the exercise of such reasonable best efforts for any reasonable discounts granted by Purchaser to its customers that purchase Off-Grade Material to the extent that such discount was offered solely as an inducement to purchase product that does not comply with the Specifications.

  • In the event that, in Manufacturer's reasonable judgment, blending of the Off-Grade Material is not likely to remedy the noncompliance with Specifications, Purchaser agrees to use its reasonable best efforts to market such Off-Grade Material and if successful, no further claim as to such Off-Grade Material shall be made by Purchaser.

  • If Purchaser discovers that any Product does not comply with Specifications and notifies Manufacturer in writing during the applicable warranty period, Manufacturer shall replace such Off-Grade Material, including for these purposes reworking or blending of the Off-Grade Material with new Product meeting the Specifications.