SHIPMENT, DELIVERY AND ACCEPTANCE. 14.1 Alvotech shall notify ADVANZ of the Collection Date at least [***] prior to the Collection Date. Alvotech shall deliver each Confirmed Order (together with the packing list and invoice) to ADVANZ on the Collection Date. 14.2 All Products shall be delivered EXW (INCOTERMS 2020), the Delivery Facility. If ADVANZ requires transport to be arranged from the Delivery Facility to ADVANZ’s nominated destination, then Alvotech may arrange such transport for ADVANZ subject to a [***]% surcharge. The cost of such transport (including insurance) shall be reimbursed, and the surcharge shall be paid by ADVANZ to Alvotech within [***] from the correspondent invoice date. Alternatively, ADVANZ shall make its own transport arrangements as it wishes at its own cost. 14.3 Alvotech shall provide ADVANZ, together with each shipment, a certificate of analysis and/or other certificate that is necessary to confirm that the Products then delivered conforms with their respective Specifications and the Technical Agreement. 14.4 Should ADVANZ determine that any Product supplied is not in accordance with its Specifications, ADVANZ shall notify Alvotech in writing of any visual defect or deficiency (which could be detected or discoverable by reasonable visual inspection of such Product upon delivery) within [***] after ADVANZ’s receipt of such Product, or, for any hidden defect (being one which could not be determined or detected by reasonable visual inspection of such Product upon delivery), within [***] of the defect or deficiency coming to ADVANZ’s attention during the Shelf Life of the Product concerned.
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Sources: Termination Agreement
SHIPMENT, DELIVERY AND ACCEPTANCE. 14.1 Alvotech shall notify ADVANZ of the Collection Date at least [***] prior to the Collection Date. Alvotech shall deliver each Confirmed Order (together with the packing list and invoice) to ADVANZ on the Collection Date.
14.2 All Products shall be delivered EXW (INCOTERMS 2020), the Delivery Facility. If ADVANZ requires transport to be arranged from the Delivery Facility to ADVANZ’s nominated destination, then Alvotech may arrange such transport for ADVANZ subject to a [***]% surcharge. The cost of such transport (including insurance) shall be reimbursed, and the surcharge shall be paid by ADVANZ to Alvotech within [***] from the correspondent invoice date. Alternatively, ADVANZ shall make its own transport arrangements as it wishes at its own cost.
14.3 Alvotech shall provide ADVANZ, together with each shipment, a certificate of analysis and/or other certificate that is necessary to confirm that the Products then delivered conforms with their respective Specifications and the Technical Agreement.
14.4 Should ADVANZ determine that any Product supplied is not in accordance with its Specifications, ADVANZ shall notify Alvotech in writing of any visual defect or deficiency (which could be detected or discoverable by reasonable visual inspection of such Product upon delivery) within [***] after ADVANZ’s receipt of such Product, or, for any hidden defect (being one which could not be determined or detected by reasonable visual inspection of such Product upon delivery), within [***] of the defect or deficiency coming to ADVANZ’s attention during the Shelf Life of the Product concerned.
14.5 In the event that ADVANZ determines that a shipment of a Product fails to conform with its Specifications, the Technical Agreement, this Agreement or applicable laws, even if such determination is disputed by Alvotech, Alvotech shall as soon as practicable forward a new shipment(s) of such Product to ADVANZ. If the dispute concerning conformance with the Specifications, the Technical Agreement, this Agreement or applicable laws is resolved in accordance with Clause 14.6 in Alvotech’s favour, ADVANZ shall bear the expenses resulting from production and shipment of the conforming Product supplied as a replacement. Should Alvotech agree, or when testing by the independent laboratory (see Clause 14.6) shows, that the Product concerned does not meet its Specifications, the Technical Agreement, this Agreement or applicable laws, Alvotech shall bear all costs for the replacement shipment.
14.6 In the event that a dispute arises between the parties as to whether a shipment of a Product conforms with its Specifications, the Technical Agreement, this Agreement or applicable laws, a sample of such Product will be submitted to an independent testing laboratory accepted by both parties and also, if applicable, by the manufacturer. The cost of such test shall be borne by the party which the independent laboratory concludes to be responsible for the deficient or defective Product or which has wrongly made the allegation of deficiency or defectiveness, as the case may be.
14.7 If Alvotech has delivered an order for a Product (i.e. made such order available for collection) on time, but ADVANZ has failed to collect that order or has not provided appropriate onward delivery instructions, or documents, licences or authorisations for such purpose, then provided that (i) the Product to be delivered is in compliance with the Confirmed Order, (ii) the actual delivery date is no more than [***] earlier than the Collection Date in the Confirmed Order, and (iii) the actual delivery date has been notified to ADVANZ at least [***] in advance:
(a) the Product concerned shall be deemed to have been delivered on the Collection Date;
(b) Alvotech shall store such Product for up to [***] after the Collection Date but is not obligated to store such Product for a longer period, unless agreed otherwise by both parties;
(c) after [***] after the Collection Date of storing such Product, for the next [***], Alvotech is entitled to charge ADVANZ for storage at US$[***] per pallet per week;
(d) after [***] after the Collection Date of storing such Product, for all following weeks, Alvotech is entitled to charge ADVANZ for storage at US$[***] per pallet per week; and
(e) after [***] after the Collection Date of storing such Product, Alvotech is entitled to destroy such Product and charge the costs of destruction to ADVANZ, unless agreed otherwise by both parties.
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