Common use of SUPPLY AND DELIVERY Clause in Contracts

SUPPLY AND DELIVERY. 6.1 The Customer may at any time during the Contract Period order Goods from the Supplier by giving an Order to the Supplier and the Supplier shall supply such Goods in accordance with the Customer’s Order. 6.2 Each Order shall: 6.2.1 be given in writing or provided orally. The supplier must maintain an audit trail of all orders received. 6.2.2 specify the type and quantity of the Goods ordered; and 6.2.3 specify the date [by OR on] which the Order is to be delivered (the “Delivery Date”) and the delivery location (the “Delivery Location”). 6.3 The Customer shall assign an Order Number to each Order and notify such Order Numbers to the Supplier. Each Party shall use the relevant Order Number in all subsequent correspondence relating to the Order. 6.4 The Supplier shall, at its own expense and risk, supply and deliver each Order to the Delivery Location [on OR by] the Delivery Date, in accordance with the provisions of this Agreement and the relevant Order. 6.5 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location stated in the Order. In the event that the Customer has elected to collect the Goods, the Order shall be complete when the Goods are loaded onto the Customer’s vehicle. 6.6 Except where otherwise provided in the Order, delivery shall include the unloading, stacking or installation of the Goods by the Supplier or the Staff at such place as the Customer or other duly authorised person shall reasonably direct. 6.7 Each Order shall be accompanied by a delivery note or delivery notes giving full particulars thereof, quoting the Order Number, the date of the Order and the type and quantity of Goods included in the Order. Where the Goods are to be supplied by weight and are not weighed at the place of delivery, the Supplier shall provide to the Customer at the time of delivery a weight ticket. 6.8 Where the Goods are sold by weight, the weight of all packing materials shall be deducted from the gross weight of the Goods and the Customer shall pay only for the net weight thereof and shall not be liable for the return of any such packing materials. 6.9 At any time prior to despatch of the Goods, the Customer may cancel or amend any of the requirements set out in an Order including, but not limited to, any of the following: 22.8.1 the quantity of the Goods required; 22.8.2 the Delivery Date; and/or 22.8.3 the Delivery Location; 6.10 If the Customer amends or cancels an Order pursuant to Clause 6.9, its liability to the Supplier shall be limited to payment to the Supplier of all direct costs reasonably incurred by the Supplier in fulfilling the Order up to the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this Agreement, the Customer shall have no liability to the Supplier in respect of it. 6.11 If the Contract Period expires before the supply or delivery of any Goods comprised in an Order, the Supplier shall remain liable for the completion of the Order. The terms and conditions of this Agreement shall continue in full force and effect in respect of such completion. 6.12 Clause 6.7 shall survive the termination or expiry of this Agreement.

SUPPLY AND DELIVERY. 6.1 4.1 The Customer may Supplier will supply Goods and Services to or on behalf of ICG in accordance with the Purchase Order and these Terms that are free from defects and conform to the Purchase Order. 4.2 The Supplier must deliver Goods to the location and at any the date and time during for delivery specified in the Contract Period order Goods from Purchaser Order. 4.3 If no delivery date is specified in the Purchase Order, the Supplier by giving an must deliver them within 10 business days of ICG placing the relevant Purchase Order with the Supplier. 4.4 ICG may from time to time notify the Supplier of alternate addresses or times for delivery. 4.5 The Supplier must notify ICG immediately if the Supplier becomes aware that Goods (or part thereof) will not be delivered to ICG within the time specified in accordance with clause 4.2. 4.6 If Goods (or part thereof) are not delivered in accordance with clauses 4.1 or 4.2, ICG may, without prejudice to any other remedy and without liability to the Supplier: (i) cancel the Purchase Order; or (ii) refuse to take delivery of the relevant Goods. 4.7 The Supplier must ensure that any delivery docket for each delivery of Goods is displayed/or provided and references the relevant Purchase Order and shows particulars of the Goods. 4.8 ICG’s acknowledgment of receipt of Goods by the signing of any delivery docket will not infer that ICG has accepted the Goods in any way or otherwise prejudice or affect ICG’s rights under or in connection with these terms. 4.9 Unless otherwise stated in a Purchase Order or agreed in writing by ICG, the Supplier shall supply such will be responsible for unloading all Goods at the delivery location specified in the Purchase Order. 4.10 The Supplier will package all Goods in accordance with any requirements stated in the Customer’s Purchase Order. 6.2 Each Order shall, and in any case will package Goods in such a way and by such means as will ensure that: 6.2.1 be given in writing or provided orally. The supplier must maintain an audit trail of all orders received. 6.2.2 specify the type and quantity of (i) the Goods orderedwill be delivered to ICG in good order and condition and free from damage; and 6.2.3 specify (ii) the date [Goods are clearly labelled and may be conveniently and properly inspected by OR on] which the Order is to be delivered (the “Delivery Date”) ICG. 4.11 The Supplier will at all times comply with all applicable laws and regulations and the delivery location (the “Delivery Location”)requirements of any carrier in packaging and packing Goods. 6.3 The Customer shall assign an Order Number 4.12 Unless provided otherwise in a Purchase Order, ICG will not be obliged to each Order and notify such Order Numbers return any packaging or packing material for the Goods to the Supplier. Each Party shall use the relevant Order Number in all subsequent correspondence relating to the Order, whether or not any Goods are accepted. 6.4 4.13 The Supplier shallwill obtain, at no additional cost to ICG, any necessary permits, licences, authorisations, accreditations and approvals that may be required for it to perform its own expense and risk, supply and deliver each Order to the Delivery Location [on OR by] the Delivery Date, obligations in accordance with the provisions of this Agreement and the relevant Order. 6.5 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location stated in the Order. In the event that the Customer has elected to collect the Goods, the Order shall be complete when the Goods are loaded onto the Customer’s vehicle. 6.6 Except where otherwise provided in the Order, delivery shall include the unloading, stacking or installation of the Goods by the Supplier or the Staff at such place as the Customer or other duly authorised person shall reasonably direct. 6.7 Each Order shall be accompanied by a delivery note or delivery notes giving full particulars thereof, quoting the Order Number, the date of the Order and the type and quantity of Goods included in the Order. Where the Goods are to be supplied by weight and are not weighed at the place of delivery, the Supplier shall provide to the Customer at the time of delivery a weight ticket. 6.8 Where the Goods are sold by weight, the weight of all packing materials shall be deducted from the gross weight of the Goods and the Customer shall pay only for the net weight thereof and shall not be liable for the return of any such packing materials. 6.9 At any time prior to despatch of the Goods, the Customer may cancel or amend any of the requirements set out in an Order including, but not limited to, any of the following: 22.8.1 the quantity of the Goods required; 22.8.2 the Delivery Date; and/or 22.8.3 the Delivery Location; 6.10 If the Customer amends or cancels an Order pursuant to Clause 6.9, its liability to the Supplier shall be limited to payment to the Supplier of all direct costs reasonably incurred by the Supplier in fulfilling the Order up to the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this Agreement, the Customer shall have no liability to the Supplier in respect of itincluding any export or import approvals. 6.11 If the Contract Period expires before the supply or delivery of any Goods comprised in an Order, the Supplier shall remain liable for the completion of the Order. The terms and conditions of this Agreement shall continue in full force and effect in respect of such completion. 6.12 Clause 6.7 shall survive the termination or expiry of this Agreement.

SUPPLY AND DELIVERY. 6.1 The Customer may 4.1 Unless otherwise agreed by the Parties in writing, Product supplied under this Agreement is sold on an Ex Works basis (as defined in the International Chamber of Commerce’s Incoterms 2010) at the Supply Price at such location as detailed in Schedule B. 4.2 Risk of loss or damage to any time during lot of Product shall pass to Distributor on the Contract Period order Goods earlier of (i) three (3) Business Days after notification to Distributor of release of the lot of Product and availability for collection and (ii) the date of actual collection of such lot of Product. 4.3 Company shall notify the Distributor in writing as soon as a lot of Product is ready for delivery and provide all the necessary shipping information and documentation. 4.4 If the Distributor has not arranged for the Products to be collected within ten (10) Business Days of the Company notifying the Distributor and making available all necessary information and documentation in accordance with Clause 4.3, the Company shall continue to store the lot and shall be entitled to recharge the reasonable additional storage costs incurred by the Company per pallet per day for storing the Products (as supported by documentary evidence to be made available to the Distributor). 4.5 Distributor shall keep throughout the Term a stock of Product reasonably estimated to be adequate to meet market demand and to cover possible shortages in the supplies of Product in the Territory, such stock to correspond to at least three (3) months’ average sales in the Territory. 4.6 Distributor shall visually inspect each lot of Product promptly following receipt and promptly inform Company in writing of any defects or issues without unreasonable delay, stating the reasons as well as the invoice, Purchase Order and lot numbers. Defects that are clearly visible on an initial inspection shall be notified within five (5) Business Days from receipt of the relevant Product by Distributor at its designated warehouse. 4.7 For any latent defects in a Product or any defects that were not seen or could not reasonably have expected to have been seen on an initial inspection, the Distributor shall give the Company notice in writing of such defect (together with the relevant invoice, Purchase Order and lot numbers) and rejection of the relevant shipment no later than five (5) Business Days from the Supplier by giving an Order date of discovery of such defect. For the avoidance of doubt Company shall not be liable for defects to the Supplier extent arising from Distributor’s or its Representatives’ negligence or breach of this Agreement, including failure to store, handle and the Supplier shall supply such Goods receive Product in accordance with the Customer’s OrderRegistration. 6.2 Each Order shall: 6.2.1 be given in writing 4.8 In the event of a disagreement between Company and Distributor regarding whether the Product is defective which the Parties are unable to resolve within fourteen (14) days of receipt of notice by the Company pursuant to Clause 4.6 or provided orally. The supplier must maintain an audit trail of all orders received. 6.2.2 specify the type and quantity 4.7, appropriate samples of the Goods ordered; and 6.2.3 specify relevant Product shall be submitted for analysis to an independent expert testing laboratory mutually agreed to by Distributor and Company, or in the date [event that they cannot agree within seven (7) days (each acting reasonably and in good faith), to an independent expert testing laboratory appointed by OR on] which the Order is to Company. In any other case, the dispute shall be delivered (the “Delivery Date”) and the delivery location (the “Delivery Location”). 6.3 The Customer shall assign an Order Number to each Order and notify such Order Numbers to the Supplier. Each Party shall use the relevant Order Number in all subsequent correspondence relating to the Order. 6.4 The Supplier shall, at its own expense and risk, supply and deliver each Order to the Delivery Location [on OR by] the Delivery Date, resolved in accordance with Clause 18.17. The determination of such expert testing laboratory shall be conclusive and binding on the provisions Parties. The cost of analysis shall initially be shared equally by the Parties, but the Party whose view as to whether the relevant lot of Product is or is not defective is found to be incorrect shall reimburse the other Party for the share of such cost initially borne by the other Party. 4.9 Title to each unit of Product supplied hereunder shall pass to Distributor upon the earlier of (a) payment in full to Company of the Supply Price for such unit and (b) immediately prior to the resale of such unit of Product by Distributor in the ordinary course of its business. For purposes of this Agreement and Clause 4.9, “resale” shall be deemed to occur on the relevant Order. 6.5 Delivery earlier of shipment thereof by Distributor to the applicable purchaser or issuance of an Order invoice therefor by Distributor to the applicable purchaser. Pending title passing, Distributor shall be complete on the completion hold such unit of unloading Product as bailee for Company but may use or resell such unit of the Order at the Delivery Location stated Product in the Orderordinary course of its business, provided that immediately prior to resale of such unit of Product by Distributor in the ordinary course of its business, title to such unit of Product shall pass to Distributor. In the event that this Agreement expires or is terminated prior to title to a unit of Product passing to Distributor and while such unit of Product is still in the Customer has elected possession or control of Distributor, then upon such expiration or termination, Company may enter Distributor’s premises where such unit of Product is stored and repossess such unit of Product. Until title to collect Product passes to Distributor, Distributor shall take all reasonable care of Product and separately store it. 4.10 If Company agrees that a lot of Product is defective or if a lot of Product is found to be defective by an independent expert under Clause 4.8, Distributor may return such defective Product to Company at Company’s cost and expense, or if Company so requests Distributor shall dispose of such Product at Company’s cost and in compliance with Company’s instructions and in either case, Company shall as soon as reasonably possible provide non-defective replacement Products at no cost to Distributor and shall issue a credit for shipping costs. To the Goodsextent that any defect or non-conformity is attributable to any act or omission of the Distributor or its Representatives in breach of this Agreement or reasonable written instructions provided by Company, including but not limited to the improper handling or use and/or failure to store, handle and receive the Product in accordance with the terms of this Agreement and/or the Registration, Distributor shall promptly reimburse Company for the properly-incurred and documented cost of return or disposal of the defective Product and in respect of the replacement Products, the Order shall be complete when the Goods are loaded onto the Customer’s vehicleproperly-incurred and documented cost of shipping, Tax and associated costs. 6.6 Except where otherwise provided in the Order, delivery shall include the unloading, stacking or installation of the Goods by the Supplier or the Staff at such place as the Customer or other duly authorised person shall reasonably direct. 6.7 Each Order shall be accompanied by a delivery note or delivery notes giving full particulars thereof, quoting the Order Number, the date of the Order and the type and quantity of Goods included in the Order. Where the Goods are to be supplied by weight and are not weighed at the place of delivery, the Supplier 4.11 The Company shall provide to the Customer at the time Distributor a total of delivery a weight ticket. 6.8 Where the Goods are sold by weight, the weight one thousand two hundred (1,200) boxes of all packing materials free Product in each Year (which amount shall be deducted from reduced on a pro-rata basis in the gross weight of event that any Year is less than twelve (12) months) for training, education, demonstration and similar uses but in the Goods and event that the Customer shall pay only for the net weight thereof and shall not be liable for the return of any such packing materials. 6.9 At any time prior to despatch of the Goods, the Customer may cancel or amend any of the requirements set out in an Order including, but not limited to, any of the following: 22.8.1 the quantity of the Goods required; 22.8.2 the Delivery Date; and/or 22.8.3 the Delivery Location; 6.10 If the Customer amends or cancels an Order pursuant to Clause 6.9, its liability to the Supplier shall be limited to payment to the Supplier of all direct costs reasonably incurred total Adjusted Supply Price received by the Supplier Company in fulfilling a Year is more than 5% less than that received by it in the Order up to previous Year it shall reduce the date amount of receipt free of charge Products by such amount that it deems reasonable in the notice of amendment or cancellationcircumstances, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this Agreement, the Customer shall have no liability to the Supplier acting in respect of itgood faith in making such assessment. 6.11 If the Contract Period expires before the supply or delivery of any Goods comprised in an Order, the Supplier shall remain liable for the completion of the Order. The terms and conditions of this Agreement shall continue in full force and effect in respect of such completion. 6.12 Clause 6.7 shall survive the termination or expiry of this Agreement.

SUPPLY AND DELIVERY. 6.1 The Customer may at 8.1 EMULATE will be responsible for the manufacture and supply of Product for the Territory in the Field. EMULATE will be responsible for all costs associated with labelling, packaging, and Product inserts for Product. EMULATE will be responsible for formal quality control and batch release testing in the United States for all Product to be distributed in the Territory. S▇▇▇▇ will be responsible for any time during additional country-specific quality control and batch release testing required to distribute the Contract Period order Goods from Product in the Supplier by giving an Order to the Supplier and the Supplier shall supply such Goods in accordance with the Customer’s OrderTerritory. 6.2 Each Order shall: 6.2.1 be given in writing or provided orally. The supplier must maintain an audit trail 8.2 S▇▇▇▇ will provide purchase orders for quantities of all orders received. 6.2.2 specify the type and quantity of the Goods ordered; and 6.2.3 specify the date [by OR on] which the Order is to be delivered Product (the each, a “Delivery DatePurchase Order”) and such Purchase Orders will be placed upon receiving a prescription and the delivery location (the “Delivery Location”). 6.3 The Customer shall assign an Order Number date to each Order and notify be specified in such Order Numbers to the SupplierPurchase Order. Each Party shall use the relevant Purchase Order Number in all subsequent correspondence relating will be subject to the Order. 6.4 The Supplier shall, at its own expense and risk, supply and deliver each Order to the Delivery Location [on OR by] the Delivery Date, in accordance with the provisions of this Agreement and the relevant Order. 6.5 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location stated in the Order. In the event that the Customer has elected to collect the Goods, the Order shall be complete when the Goods are loaded onto the Customer’s vehicle. 6.6 Except where otherwise provided in the Order, delivery shall include the unloading, stacking or installation of the Goods acceptance by the Supplier or the Staff at such place as the Customer or other duly authorised person shall reasonably direct. 6.7 Each Order shall be accompanied by a delivery note or delivery notes giving full particulars thereof, quoting the Order Number, the date of the Order and the type and quantity of Goods included in the Order. Where the Goods are to be supplied by weight and are not weighed at the place of delivery, the Supplier shall provide to the Customer at the time of delivery a weight ticket. 6.8 Where the Goods are sold by weight, the weight of all packing materials shall be deducted from the gross weight of the Goods and the Customer shall pay only for the net weight thereof and shall not be liable for the return of any such packing materials. 6.9 At any time prior to despatch of the Goods, the Customer may cancel or amend any of the requirements set out in an Order including, but not limited to, any of the following: 22.8.1 the quantity of the Goods required; 22.8.2 the Delivery Date; and/or 22.8.3 the Delivery Location; 6.10 If the Customer amends or cancels an Order pursuant to Clause 6.9, its liability to the Supplier shall be limited to payment to the Supplier of all direct costs reasonably incurred by the Supplier in fulfilling the Order up to the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this Agreement, the Customer shall have no liability to the Supplier in respect of it. 6.11 If the Contract Period expires before the supply or delivery of any Goods comprised in an Order, the Supplier shall remain liable for the completion of the OrderEMULATE. The terms and conditions of this Agreement shall continue will govern the sale of Product regardless of additional or different terms in any Purchase Order or any other document issued by EMULATE or S▇▇▇▇, except to the extent such Purchase Order or document expressly provides that its terms will control. 8.3 Unless otherwise agreed in writing between the Parties, EMULATE will make all reasonable efforts to deliver the Product by the date specified therefor in the applicable Purchase Order. EMULATE will notify S▇▇▇▇ of any rejection of a Purchase Order no later than three (3) business days from the date of receipt of such Purchase Order, after which EMULATE will be deemed to have accepted the order. In the event of any delays EMULATE will promptly inform S▇▇▇▇ of the delay and the earliest alternate date of shipment. 8.4 The Product will be supplied ex works (Incoterms 2010) EXW Seattle, Washington, whereupon title to the Product will pass to S▇▇▇▇ subject to payment in full force therefor. Transport of the Product will be organized by S▇▇▇▇. Product will be packed in a packaging able to preserve the integrity of the Product according to the laws and effect GDP guidelines for the shipment of medical devices. S▇▇▇▇ confirms that it has the necessary storage facilities available to enable the Product to be stored in its authorised storage conditions. 8.5 In respect of such completionevery order for the Product placed by S▇▇▇▇ on EMULATE on NPP: (a) the billing name and address will always be that of the patient; (b) the shipping address at which the Product will be delivered may be of the patient, or the relevant medical practitioner or hospital or other address as determined by the patient in consultation with S▇▇▇▇; (c) notwithstanding the fact that the billing address is that of the patient as aforesaid, S▇▇▇▇ will always be responsible for paying EMULATE the price of the Product supplied; (d) In the event S▇▇▇▇ places a single Purchase Order for supply of multiple units of the Product pursuant to multiple prescriptions, EMULATE will pack each unit separately in accordance with the Named Patient details supplied by S▇▇▇▇ in the applicable Purchase Order. Schedule 4 to be referred to for Section 8.5, on Name Patient Program arrangement till the time S▇▇▇▇ holds an MA in the Territory. 6.12 Clause 6.7 shall survive the termination or expiry of this Agreement.