Common use of Active Materials Clause in Contracts

Active Materials. At least 45 days before the scheduled production date for a Product, Client will deliver the Active Materials to the Manufacturing Site DDP (Incoterms 2010), at no cost to Patheon, in sufficient quantity to enable Patheon to manufacture the desired quantities of Product and to ship Product on the Delivery Date. If the Active Materials are not received 45 days before the scheduled production date, Patheon may delay the shipment of Product by the same number of days as the delay in receipt of the Active Materials. But if Patheon is unable to manufacture Product to meet this new shipment date due to prior third party production commitments, Patheon may delay the shipment by as much as an additional 10 days, or as otherwise agreed to in good faith by the parties. Patheon’s sole remedy if Client fails to deliver Active Materials at least 45 days before the scheduled production date for a Product will be to delay shipment of the applicable Product as described in this Section 2.1(f), and this failure by Client will not be deemed a breach of this Agreement or any Product Agreement. All shipments of Active Materials will be accompanied by certificate(s) of analysis from the Active Material manufacturer, as applicable, confirming the identity and purity of the Active Materials and its compliance with the Active Material specifications. Title to the Active Materials will at all times remain the property of Client. Patheon will inspect and test all Active Materials as required by the Specifications.