Common use of Orders and Shipments Clause in Contracts

Orders and Shipments. A. Each of Distributor’s orders is subject to WYD’s acceptance. Orders must be a minimum of truckload, unless otherwise accepted by WYD. In addition to any specific rights of rejection set forth in this Agreement, WYD shall have the right, in its reasonable discretion, to reject any order, in whole or in part. Orders shall be deemed accepted unless WYD rejects any order within three (3) business days after the date of WYD’s receipt of the purchase order. B. Shipping toms on all sales from WYD to Distributor shall be F.O.B. Distributor’s loading dock unless a different delivery address is set forth in the purchase order. WYD shall not be liable to Distributor for any damages, whether incidental, consequential, or otherwise, for failure to fill orders, delays in shipment or delivery or any error in the filling of orders if such failure, delay or mistake is not within the control of WYD. WYD shall assume liability for any breakage of Products from WYD to Distributor. C. WYD shall have the right to make partial shipments with respect to Distributor’s orders, which shipments shall be invoiced separately and paid for when due, without regard to subsequent shipments. If WYD makes a partial shipment to Distributor which results in the shipment of less than a full truckload, WYD shall pay the cost of freight. Delay in shipment or delivery of any particular installment shall relieve Distributor of its obligation to accept the remaining installments unless mutually agreed to advance. D. Goods are deemed received by Distributor upon delivery. Until received by Distributor, all risk of loss to the above described goods is borne by WYD. Distributor has the right to examine the goods upon receipt and has five (5) business days in which to notify WYD of any claim for damages based on the condition, grade, quantity or quality of the goods. Such notice must specify in detail the particulars of the claim. Failure to provide such notice within the requisite time period constitutes irrevocable acceptance of the goods.

Orders and Shipments. A. Each of Distributor’s orders is subject (a) ▇▇▇ shall order the Product from GTC, and GTC shall supply the Product to WYD’s acceptance. Orders must be a minimum of truckload, unless otherwise accepted by WYD. In addition to any specific rights of rejection ▇▇▇ in accordance with the procedures set forth in this Agreement, WYD Schedule D to cover the requirements of ▇▇▇ for the Product for the performance of clinical trials and sale and distribution within the Territory. (b) The Product supplied for purposes of commercial Sale shall have the right, in its reasonable discretion, to reject any order, in whole or in part. Orders shall be deemed accepted unless WYD rejects any order within three (3) business days after a minimum shelf life of ************ from the date of WYD’s receipt delivery assuming a total of ************ shelf life, however, no less than ************ of the purchase orderapplicable shelf life at time of delivery. The Product supplied for purposes of Clinical Studies shall have a minimum shelf life ************ from the date of delivery assuming a total of ************ shelf life, however, no less than ************ of the applicable shelf life at time of delivery. B. Shipping toms on all sales from WYD (c) After delivery ▇▇▇ shall, within ************ business days, visually inspect the Product shipment and communicate acceptance or rejection to Distributor GTC in writing. The Parties agree that the visual inspection by ▇▇▇ consists of (i) comparing the applicable order against the documentation accompanying the shipment to verify that the delivery date, identity, quantity and exterior shipment labelling comply with the order and (ii) visually inspecting the exterior of the Product shipment to verify that the shipment appears to be in good condition. (d) If GTC does not agree to any rejection of the Product the Parties will seek the opinion of an independent laboratory reasonably acceptable to both Parties, whose opinion shall be F.O.B. Distributor’s loading dock unless a different delivery address is set forth in final and binding. The expenses for such expert opinion shall be borne by the purchase order. WYD Party shown to be wrong, or, if the expert cannot identify the responsible Party, then the Parties shall not be liable to Distributor for any damages, whether incidental, consequential, or otherwise, for failure to fill orders, delays in shipment or delivery or any error in share equally the filling of orders if such failure, delay or mistake is not within expenses connected with the control of WYD. WYD shall assume liability for any breakage of expert and the expenses connected with the Products from WYD to Distributorrejected and/or returned. C. WYD shall have (e) Return and Replacement. Any quantities of the right to make partial shipments Product that are rejected and/or returned by ▇▇▇ in accordance with respect to Distributor’s orders, which shipments this Agreement whose rejection has been accepted by GTC shall be invoiced separately returned to GTC at the expense of GTC and paid for when dueat the option of ▇▇▇ (a) shall be replaced by GTC as quickly as possible at GTC’s sole expense and the payment in respect of such quantities postponed until such replacement quantities are received and accepted by ▇▇▇ unless GTC is unable to do so, without regard to subsequent shipments. If WYD makes a partial shipment to Distributor which results in the shipment of less than a full truckload, WYD shall pay the cost of freight. Delay in shipment or delivery of any particular installment shall relieve Distributor of its obligation to accept the remaining installments unless mutually agreed to advance. D. Goods are deemed received by Distributor upon delivery. Until received by Distributor, all risk of loss to the above described goods is borne by WYD. Distributor has the right to examine the goods upon receipt and has five (5) business days in which case (b) GTC shall refund any amounts paid in respect of such quantities to notify WYD of any claim for damages based on the condition, grade, quantity or quality of the goods. Such notice must specify in detail the particulars of the claim. Failure to provide such notice within the requisite time period constitutes irrevocable acceptance of the goods▇▇▇.