Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. WYETH shall place its firm orders for Product with ▇▇▇▇▇▇▇▇▇ by submitting a purchase order which sets forth (i) the quantity of Product ordered for delivery; and (ii) the delivery date for that order. Any such order which is in accordance with the forecast set forth in Section 4.1(b) shall be deemed to be accepted by ▇▇▇▇▇▇▇▇▇. For all other orders placed by WYETH, unless ▇▇▇▇▇▇▇▇▇ notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, ▇▇▇▇▇▇▇▇▇ shall be deemed to have accepted such purchase order as a binding order. If ▇▇▇▇▇▇▇▇▇ notifies WYETH that it is unable to fill such purchase order, it shall indicate the portion of such purchase order ▇▇▇▇▇▇▇▇▇ cannot supply by the requested delivery date and specify alternate delivery dates. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that ▇▇▇▇▇▇▇▇▇ has not completed Manufacturing pursuant to such purchase order at the time that notice of cancellation is received by ▇▇▇▇▇▇▇▇▇; provided that if ▇▇▇▇▇▇▇▇▇ has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse ▇▇▇▇▇▇▇▇▇ for [***] of the Material and Labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇; and provided, further, that WYETH shall reimburse ▇▇▇▇▇▇▇▇▇ for the cost of any other Material purchased by ▇▇▇▇▇▇▇▇▇ to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ▇▇▇▇▇▇▇▇▇'▇ operations. All Product shall be delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility in accordance with WYETH's instructions and title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at ▇▇▇▇▇▇▇▇▇'▇ loading dock. In the event that the Product are not delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility on the date specified in the applicable purchase order, ▇▇▇▇▇▇▇▇▇ shall be responsible for any reasonable costs incurred by WYETH as a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carrier.

Orders and Delivery. WYETH (a) Customer shall place its provide firm orders Purchase Orders as specified in Section 1.2 above. After the initial [ * ] Purchase Orders are received, Purchase Orders shall be due [ * ]. Each purchase order (“Purchase Order”) shall specify the type and quantity of the Product to be delivered, as well as requested delivery dates and delivery location. All requested delivery dates shall provide for adequate lead time for the manufacture and delivery of Product with ▇▇▇▇▇ordered (taking into consideration the production schedule established jointly between the parties, which schedule shall be incorporated hereto and made a part of this Agreement). Each purchase order, or any acknowledgment thereof, invoice, ▇▇▇▇ of lading or acceptance by submitting a purchase order which sets forth Customer, shall be governed by the terms of this Agreement. (ib) the quantity of Supplier shall supply Product ordered for delivery; and (ii) the delivery date for that order. Any such order which is to Customer or its designee in accordance with the forecast quantities, delivery dates and locations set forth in Section 4.1(b) shall be deemed to be accepted Purchase Orders submitted by ▇▇▇▇▇▇▇▇▇. For all other orders placed by WYETH, unless ▇▇▇▇▇▇▇▇▇ notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product Customer in accordance with such purchase orderSection 1.4(a), ▇▇▇▇▇▇▇▇▇ and in compliance with the Product Specifications and the terms of this Agreement and the Quality Agreement. Unless otherwise agreed to in writing by the parties, all Products manufactured for Customer shall be deemed shipped to have accepted such purchase order as a binding orderCustomer FCA (Incoterms 2015) Supplier’s dock. If ▇▇▇▇▇▇▇▇▇ notifies WYETH that Supplier shall not ship Product to Customer or its designee until it is unable has received written approval from Customer to fill such purchase order, it release and ship. Title and risk of loss for Product shall indicate the portion of such purchase order ▇▇▇▇▇▇▇▇▇ cannot supply by the requested pass to Customer upon delivery date and specify alternate delivery dates. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery carrier at Supplier’s dock. Customer shall arrange for any quantity transportation and insurance of Product from Supplier’s dock and for all export and import clearances and licenses, provided that ▇▇▇▇▇▇▇▇▇ has not completed Manufacturing pursuant Supplier shall use all reasonable efforts to such purchase order assist Customer in obtaining all needed export clearances and licenses. (c) Supplier shall send invoices to Customer for delivered Product at the time that notice purchase price determined under Article 2. Unless subject to a bona fide dispute, Customer shall pay each invoice within [ * ] from the date of cancellation is received by ▇▇▇▇▇▇▇▇▇; provided that if ▇▇▇▇▇▇▇▇▇ has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse ▇▇▇▇▇▇▇▇▇ for [***] of the Material and Labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇; and provided, further, that WYETH shall reimburse ▇▇▇▇▇▇▇▇▇ for the cost of any other Material purchased by ▇▇▇▇▇▇▇▇▇ to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ▇▇▇▇▇▇▇▇▇'▇ operationsinvoice. All payments and communications regarding the Product shall be delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility to Supplier at the address designated in accordance with WYETH's instructions and titleSection 10.4. Failure to make payment on time shall result in interest accruing on any unpaid balance, possession and risk from the due date until payment is made, at the rate of loss shall pass [ * ] per month or the highest interest rate allowable by law, whichever is less. Failure to WYETH upon delivery pay may also result in delay of Product to WYETH's designated carrier at ▇▇▇▇▇▇▇▇▇'▇ loading dock. In the event that the Product further shipments until all unpaid balances are not delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility on the date specified paid in the applicable purchase order, ▇▇▇▇▇▇▇▇▇ shall be responsible for any reasonable costs incurred by WYETH as a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carrierfull.

Orders and Delivery. WYETH DISCUS shall place its firm orders for Product the Products with ▇▇▇▇▇▇▇▇▇ ACCESS’s Third Party Manufacturers by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of Product the Products ordered for delivery; and (iih) the delivery date for that order. Any such order which is in accordance with the forecast set forth in Section 4.1(b) shall be deemed to be accepted by ▇▇▇▇▇▇▇▇▇. For all other orders placed by WYETH, unless ▇▇▇▇▇▇▇▇▇ If any ACCESS’s Third Part)’ Manufacturer notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, ▇▇▇▇▇▇▇▇▇ shall be deemed to have accepted such purchase order as a binding order. If ▇▇▇▇▇▇▇▇▇ notifies WYETH DISCUS that it is unable to fill such purchase order, it shall indicate the portion of such purchase order ▇▇▇▇▇▇▇▇▇ it cannot supply by the requested delivery date and specify alternate delivery dates. WYETH Except with respect to orders placed to satisfy the binding portion of any Rolling Forecast, DISCUS may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that ▇▇▇▇▇▇▇▇▇ Products for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇any ACCESS’s Third Party Manufacturer; provided that if ▇▇▇▇▇▇▇▇▇ Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH DISCUS shall reimburse ▇▇▇▇▇▇▇▇▇ the applicable ACCESS’s Third Party Manufacturer for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇such ACCESS’s Third Party Manufacturer; and provided, further, that WYETH DISCUS shall reimburse ▇▇▇▇▇▇▇▇▇ such ACCESS’s Third Party Manufacturer for the actual, reasonable out-of-pocket cost of any other Material purchased by ▇▇▇▇▇▇▇▇▇ ACCESS’s Third Party Manufacturer to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ▇▇▇▇▇▇▇▇▇'▇ such ACCESS’s Third Party Manufacturer’s operations. All Product Products shall be delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility in accordance with WYETH's instructions and titlethe Facility. Title, possession and risk of loss shall pass to WYETH DISCUS upon delivery of Product Products to WYETH's DISCUS’s designated carrier at ▇▇▇▇▇▇▇▇▇'▇ the Facility’s loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility on the date specified in the applicable limited to, any purchase order, ▇▇▇▇▇▇▇▇▇ shall be responsible for any reasonable costs incurred by WYETH as a result of such delayacknowledgment, including, without limitation, any additional costs charged by WYETH's designated carrierconfirmation or notice.

Orders and Delivery. WYETH Prior to the transfer of Manufacturing, DEXO shall place its firm orders orders, either by writing or electronic means (fax or email) for the Product with ▇▇▇▇▇▇▇▇▇ ULURU by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of the Product ordered for delivery; and (iib) the delivery date for that order. Any such purchase order which is in accordance with the forecast set forth in Section 4.1(b) terms and conditions of this Agreement shall be deemed to be accepted by ▇▇▇▇▇▇▇▇▇ULURU. For all other purchase orders placed by WYETHDEXO, unless ▇▇▇▇▇▇▇▇▇ ULURU notifies WYETH DEXO in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ▇▇▇▇▇▇▇▇▇ ULURU shall be deemed to have accepted such purchase order as a binding order. If ▇▇▇▇▇▇▇▇▇ ULURU notifies WYETH DEXO that it or its Contract Manufacturer is unable to fill such a purchase orderorder that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ▇▇▇▇▇▇▇▇▇ ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that DEXO delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. WYETH DEXO may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that ▇▇▇▇▇▇▇▇▇ for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇ULURU; provided that if ▇▇▇▇▇▇▇▇▇ Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH DEXO shall reimburse ▇▇▇▇▇▇▇▇▇ ULURU for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇ULURU; and provided, further, that WYETH DEXO shall reimburse ▇▇▇▇▇▇▇▇▇ ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ▇▇▇▇▇▇▇▇▇ ULURU to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ▇▇▇▇▇▇▇▇▇'▇ ULURU’s or its Manufacturer’s operations. All Product shall be delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Ex Works, the Facility and in accordance with WYETH's instructions and titleDEXO’s instructions. Title, possession and risk of loss shall pass to WYETH DEXO upon delivery of Product to WYETH's DEXO’s designated carrier at ▇▇▇▇▇▇▇▇▇'▇ the Facility’s loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility on the date specified in the applicable limited to, any purchase order, ▇▇▇▇▇▇▇▇▇ shall be responsible for any reasonable costs incurred by WYETH as acknowledgment, confirmation or notice. DEXO reserve the right to split a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carriermanufacturing batch into different packaging in line with its regulatory requirements within the territory.

Orders and Delivery. WYETH MEDA shall place its firm orders for the Product with ▇▇▇▇▇▇▇▇▇ ULURU by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of the Product ordered for delivery; and (iib) the delivery date for that order. Any such purchase order which is in accordance with the forecast set forth in Section 4.1(b) terms and conditions of this Agreement shall be deemed to be accepted by ▇▇▇▇▇▇▇▇▇ULURU. For all other purchase orders placed by WYETHMEDA, unless ▇▇▇▇▇▇▇▇▇ ULURU notifies WYETH MEDA in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ▇▇▇▇▇▇▇▇▇ ULURU shall be deemed to have accepted such purchase order as a binding order. If ▇▇▇▇▇▇▇▇▇ ULURU notifies WYETH MEDA that it is unable to fill such a purchase orderorder that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ▇▇▇▇▇▇▇▇▇ ULURU cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that MEDA delivers a purchase order less than ninety (90) days prior to the requested delivery date, ULURU shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ULURU will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ULURU is not able to meet such requested delivery date with respect to such order. WYETH MEDA may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that ▇▇▇▇▇▇▇▇▇ Products for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇ULURU; provided that if ▇▇▇▇▇▇▇▇▇ Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH MEDA shall reimburse ▇▇▇▇▇▇▇▇▇ ULURU for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇ULURU; and provided, further, that WYETH MEDA shall reimburse ▇▇▇▇▇▇▇▇▇ ULURU for the actual, reasonable out-of-pocket cost of any other Material purchased by ▇▇▇▇▇▇▇▇▇ ULURU to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ▇▇▇▇▇▇▇▇▇'▇ ULURU’s operations. All Product Products shall be delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ the Facility and in accordance with WYETH's instructions and titleMEDA’s instructions. Title, possession and risk of loss shall pass to WYETH MEDA upon delivery of Product Products to WYETH's MEDA’s designated carrier at ▇▇▇▇▇▇▇▇▇'▇ the Facility’s loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility on the date specified in the applicable limited to, any purchase order, ▇▇▇▇▇▇▇▇▇ shall be responsible for any reasonable costs incurred by WYETH as a result of such delayacknowledgment, including, without limitation, any additional costs charged by WYETH's designated carrierconfirmation or notice.

Orders and Delivery. WYETH shall place its firm orders for the Product with ▇▇▇▇▇▇▇▇▇ ACCESS by submitting a purchase order order, at least ninety (90) days prior to the delivery date requested therein, which sets forth (ia) the quantity of the Product ordered for delivery; and (iib) the delivery date for that order. Any such purchase order which is in accordance with the forecast set forth in Section 4.1(b) terms and conditions of this Agreement shall be deemed to be accepted by ▇▇▇▇▇▇▇▇▇ACCESS. For all other purchase orders placed by WYETH, unless ▇▇▇▇▇▇▇▇▇ ACCESS notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver the Product in accordance with such purchase order, ▇▇▇▇▇▇▇▇▇ ACCESS shall be deemed to have accepted such purchase order as a binding order. If ▇▇▇▇▇▇▇▇▇ ACCESS notifies WYETH that it is unable to fill such a purchase orderorder that is not in accordance with the terms and conditions of this Agreement, it shall indicate the portion of such purchase order ▇▇▇▇▇▇▇▇▇ ACCESS cannot supply by the requested delivery date and specify alternate delivery dates; provided that in the event that WYETH delivers a purchase order less than ninety (90) days prior to the requested delivery date, ACCESS shall use commercially reasonable efforts to meet such requested delivery date despite the shortened lead time, and ACCESS will not be in breach of its obligations hereunder if, despite such commercially reasonable efforts, ACCESS is not able to meet such requested delivery date with respect to such order. * - Confidential portions have been omitted and are on file separately with the Commission. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that ▇▇▇▇▇▇▇▇▇ for which Manufacturing has not been completed Manufacturing pursuant to such purchase order at the time that notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇ACCESS; provided that if ▇▇▇▇▇▇▇▇▇ Manufacturing has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse ▇▇▇▇▇▇▇▇▇ ACCESS for [***] of the Material and Labor labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by ▇▇▇▇▇▇▇▇▇ACCESS; and provided, further, that WYETH shall reimburse ▇▇▇▇▇▇▇▇▇ ACCESS for the actual, reasonable out-of-pocket cost of any other Material purchased by ▇▇▇▇▇▇▇▇▇ ACCESS to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in ▇▇▇▇▇▇▇▇▇'▇ ACCESS's operations. All Product shall be delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ the Facility and in accordance with WYETH's instructions and titleinstructions. Title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at ▇▇▇▇▇▇▇▇▇'▇ the Facility's loading dock. In The provisions of this Agreement shall prevail over any inconsistent statement or provisions contained in any document related to this Agreement passing between the event that the Product are parties hereto including, but not delivered F.O.B. ▇▇▇▇▇▇▇▇▇'▇ Facility on the date specified in the applicable limited to, any purchase order, ▇▇▇▇▇▇▇▇▇ shall be responsible for any reasonable costs incurred by WYETH as a result of such delayacknowledgment, including, without limitation, any additional costs charged by WYETH's designated carrierconfirmation or notice.