Supplier and Customer Sample Clauses
Supplier and Customer shall keep the other fully informed in writing of any notification or other information, whether received directly or indirectly, that might (i) affect the marketability, safety or effectiveness of any Drug Product, (ii) result in liability issues or otherwise necessitate action on the part of either Party or (iii) result in Recall or seizure of any Contracted Product or Drug Product.
Supplier and Customer. SHALL NEGOTIATE IN GOOD FAITH A PRICE FOR ALL LINES ORDERED, UNDER THIS AGREEMENT, BY CUSTOMERS COLLECTIVELY BEYOND THE FIRST [Confidential Portion Omitted] LINES AS DESCRIBED IN CLAUSES C4.
Supplier and Customer may mutually agree that selected parts necessary for the manufacture and assembly of the system Products and/or the conduct of the FCT Activities may be sourced directly by Customer and provided to Supplier on a consignment basis (the “Consigned Materials”). The Consigned Materials will be supplied to Supplier by Customer in accordance with the following process and on the following terms: (i) Customer will place the purchase orders with the raw material suppliers; (ii) Customer will pay all associated shipping costs and other transportation related costs for the Consigned Materials; (iii) Customer will be responsible for risk of loss or damage to the Consigned Materials during transportation to the Supplier Facility; (iv) Supplier will be responsible for the Consigned Materials and shall bear risk of loss with respect to the Consigned Materials while such items are in Supplier’s control, custody or possession and until delivery of the completed system Product; (v) Supplier will be the importer of record with respect to the Consigned Material and is responsible for compliance with all applicable laws, import controls, and regulations governing the import and export of such items into China (including the maintenance of customs log books); (vi) Customer shall reimburse Supplier via Product pricing for all duties, customs, value added or similar tax (collectively “VAT”) incurred by Supplier related to such Consigned Material or Product using such Consigned Material, provided that Supplier can demonstrate that it has made reasonable and good faith efforts to comply with all applicable laws, import controls, and regulations governing the importation and/or use of such Consigned Material.
Supplier and Customer shall each maintain reasonable insurance to cover itself and the other with respect to any activities that could possibly cause damage to the other.
Supplier and Customer shall negotiate in good faith a price for all lines Ordered, under this Agreement, by Customers collectively beyond the first [CONFIDENTIAL PORTION OMITTED] lines as described in clauses C4.
Supplier and Customer acknowledge that Customer desires to increase demand for its products and the capacity of the Customer Facility to an amount in excess of [ * ] pounds of pasta product per Contract Year, and that Supplier intends to supply Product for such increased capacity. Customer acknowledges that Supplier may need substantial lead-time and capital investment to satisfy an increase in demand for Product because of such expansion. Customer will provide Supplier at least eighteen (18) months advance written notice of changes in volume requirements for Product exceeding [ * ] cwts. annually. Supplier shall use commercially reasonable efforts to satisfy such increased volume from the Kenosha Mill provided the parties are able to agree upon the price for such increased Product volume. If Supplier is unable to successfully produce the volume of Product (or Products) requested by Customer, Supplier shall promptly notify Customer in writing. Customer shall then have the right to develop an alternative source for such excess volume provided, as a condition to such right Customer will use commercially reasonable efforts to secure such requirements under a term that closely matches Supplier s estimate of when, if at all, Supplier will be able to produce these requirements. In any event, Customer agrees to purchase such requirements from Supplier as soon as commercially reasonable (and consistent with Customer's contractual obligations) after the date Supplier notifies Customer that Supplier has added such capacity. If Supplier is unable to satisfy Customer's additional volume requirements for semolina, such additional requirements shall be excluded from consideration in determining whether Customer has met its requirement to purchase [ * ] percent ([ * ]%) of its semolina needs from the Kenosha Mill.
Supplier and Customer acknowledge that all Confidential Information shall be owned solely by the disclosing party and that the unauthorized disclosure or use of such confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Supplier and Customer agree that the disclosing party shall have the right to seek an immediate injunction enjoining any breach of this Article.