Procurement of Materials Clause Samples

Procurement of Materials. (a) Manufacturer shall order and maintain sufficient quantities of all Product Materials, including safety stock as required by the applicable Facility Addendum, to enable Manufacturer to manufacture and Deliver Product in accordance with its Delivery obligations under this Agreement and the applicable Facility Addendum. With respect to those Third Party suppliers of Product Materials used by Manufacturer or its Affiliates in the ordinary course in the manufacturing or supply of a given Product immediately prior to the Effective Date (“Manufacturer Third Party Suppliers”), Manufacturer shall be permitted to purchase solely the same Product Materials from such Manufacturer Third Party Suppliers in connection with its activities under this Agreement without first obtaining Customer’s prior written consent. Any other Third-Party supplier for Product Materials (or procurement of a different Product Material from any Third-Party supplier) must be approved in advance in writing by Customer (such approval not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, as of the Effective Date, as between Manufacturer and Customer, Manufacturer will be solely responsible for maintaining and establishing relationships with the Third-Party suppliers of Product Materials. The costs of all such Product Materials shall be included in the Price of the applicable Product. (b) Unless otherwise set forth in the applicable Facility Addendum for a specific Product, Customer shall have no liability for excess or obsolete Product Materials purchased by Manufacturer, (x) except as set forth in Section 2.4(h) or Section 7.9 or (y) unless the excess or obsolescence is caused by a change to the specifications for such Product Materials or the Specifications of a given Product in accordance with this Agreement after such Product Materials have been purchased by Manufacturer based upon a Firm Order or accepted Purchase Order). (c) Customer understands and acknowledges that (i) certain Product Materials have a limited shelf-life, are long lead time items, and are subject to minimum order quantities specified by the applicable supplier and (ii) Manufacturer will rely on the Firm Orders and Forecasts to order Product Materials required to meet the Firm Orders (plus safety stock for certain Product Materials of a Product as reasonably determined by Manufacturer). In addition, Customer understands that, to ensure an orderly supply of the Product Materials, Manufactu...

Procurement of Materials. Except as otherwise expressly provided in the applicable Project Schedule, either Company shall be responsible for procuring or supplying the Materials required for performance of its Activities under each Project Schedule or Company will use AZ Materials provided to it by AZ. As between the Parties, all AZ Materials are owned by AZ and all Company Materials are owned by Company. Company agrees to source and keep sufficient reagents to complete a Project Schedule and to protect against significant delays to a Project due to the required reagents becoming unavailable or subject to delay in delivery. Unless otherwise set forth in the applicable Project Schedule, all AZ Materials will be provided at AZ’s sole cost and expense.

Procurement of Materials. Supplier shall timely procure and maintain adequate inventories of all API, Novel Excipient and Materials necessary for the production of Product. Title to all such Materials shall reside in Supplier.

Procurement of Materials. NASTECH shall be responsible for the procurement of all MATERIALS. Notwithstanding the foregoing, MERCK shall have the option, with prior written notice to NASTECH, [***]. In the event MERCK exercises its option set forth above, [***].

Procurement of Materials. Manufacturer will procure all materials, except any BUYER-Supplied Components, necessary for Manufacturer to fulfill its obligations under this Section 5. In connection therewith, Manufacturer and BUYER will work together in good faith to enable Manufacturer to assume existing purchase orders submitted by BUYER to third-party suppliers of such materials. Manufacturer will be responsible for providing traceability to the materials used by Manufacturer and will provide such information to BUYER (or its representatives) promptly upon request.. [ * ].

Procurement of Materials. MERCK shall be responsible for the supply of the [*] (collectively, “Merck Compounds”). SURMODICS shall be responsible for the procurement of TA Compound and all other Materials. Notwithstanding the foregoing, MERCK shall have the option, with prior written notice to SURMODICS, to either manufacture or purchase any or all of the Materials (all such Materials shall be referred to herein as the “Merck Materials”) and to supply Merck Materials to SURMODICS. The supply price for Merck Compounds and Merck Materials shall be mutually agreed upon by the Parties in good faith. With respect to the supply of the Merck Compounds and Merck Materials (in the event MERCK exercises its option to supply such MERCK Materials set forth above) to SURMODICS, the provisions set forth in Sections 2.2, 3.1 through Section 3.3, 3.5, and 4.2 through 4.5 shall apply to and shall be binding on MERCK, mutatis mutandis, except that (i) Merck Compounds and Merck Materials shall be delivered to SURMODICS [*], site of manufacture of Merck Materials, or such other location as mutually agreed upon by the Parties, and (ii) any payment due to MERCK shall be made by SURMODICS by crediting MERCK’s account within [*] after its receipt of MERCK’s invoice; provided, however, if within [*] of such payment becoming due to MERCK there is no sum owed by MERCK to SURMODICS to which such credit may be applied, SURMODICS shall pay such amount to MERCK.

Procurement of Materials. LONZA shall be responsible for the procurement of all raw materials and supplies (other than CLIENT Production Materials) necessary for the conduct of the Process or otherwise the manufacture and supply of Product (“Materials”) in accordance with requested estimated dates set forth in the Purchase Orders. [***] Shortage of Supply shall be addressed as set forth in Section 5.5. Materials shall be obtained from Third Parties in accordance with the Sourcing Plan. To the extent consistent with the Sourcing Plan, [***]. All Materials shall comply with the specifications applicable thereto as mutually agreed upon by the Parties and as set forth in current Batch Records or other appropriate documentation (provided that such specifications may only be amended upon CLIENT’s prior written approval). [***].

Procurement of Materials. Subcontractor shall procure the equipment (modules, inverters, and racking at a minimum) necessary to stage and install each PV System and interconnect it with the electric distribution grid according to the permitted design. All equipment must meet the following requirements: 4.1 New, never used, and with factory warranties intact; 4.2 Inverters comply with the following requirements: i. Institute of Electrical and Electronics Engineers (IEEE) 1547; ii. PEPCO interconnection requirements; and iii. Monitoring capability of system output that is also compatible with the DCSEU performance monitoring software. 4.3 The system(s) consist of components that are Underwriters Laboratories (UL) certified, meet all code and permit requirements, and meet industry design standards; and 4.4 Must comply with the warranties and guarantees for system component performance. The warranties and guarantees shall include the following: i. Labor and installation warranty (20 years or longer), if available; ii. PV module warranty (20 years or longer), if available; iii. Inverter warranty (20 years or longer), if available; iv. Optimizer or micro inverter warranty (20 years or longer), if available; and v. Guarantee the output of the system over the 20-year term as further outlined below.

Procurement of Materials. Subcontractor shall procure the equipment (modules, inverters, and racking at a minimum) necessary to stage and install each PV System and interconnect it with the electrical supply according to the permitted design. All equipment must meet the following requirements: 1.1 New, never used, and with factory warranties intact; 1.2 Inverters comply with the following requirements: i. IEEE 1547-2018;