SUPPLY OF THE PRODUCTS Clause Samples
SUPPLY OF THE PRODUCTS. 2.1 Qubit shall, during the Subscription Term, supply the Products on and subject to the terms of this Agreement. Qubit undertakes that the Products will be supplied with reasonable and professional skill and care and in accordance with the SLA and Privacy Policy, provided that such undertaking shall not apply to the extent of any non-conformance that is caused by use of the Products contrary to Qubit’s instructions, written or oral, or any modification or alteration of the Products or Script by a party other than Qubit or Qubit's duly authorized partners, contractors or agents. The Products are provided “as-is” subject to reasonable defect.
2.2 Customer shall (a) permit, assist and cooperate with Qubit to monitor Actual Pageview Data and/or Actual Transaction Data (as applicable) for the purpose of calculating the Subscription Fees; (b) provide Qubit with: (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required in order to render and receive the Products, including access to Customer Data, security access information and configuration settings and services; (c) comply with all applicable laws and regulations of any government agency with respect to its activities under this Agreement; (d) carry out all of its responsibilities set forth in this Agreement in a timely and efficient manner. If there are delays in Customer's provision of any assistance or information as agreed by the parties, Qubit may adjust any agreed upon timetable or delivery schedule as reasonably necessary to compensate for such delay; and (e) be solely responsible for: (i) procuring and maintaining Customer’s computer devices, network connections and telecommunications links, and the security thereof; (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s own network connections or telecommunications links or caused by the internet; and (iii) all uses of Customer’s account. Customer agrees to ensure that its network and systems (including its internet browser) comply with the specifications provided by Qubit as modified or amended. Although Qubit has no obligation to monitor Customer’s use of the Products, Qubit may do so and may prohibit any use of the Products it believes may be (or is alleged to be) in violation of this Agreement.
2.3 Customer agrees that Qubit is not responsible for any delays, delivery failures, or any other loss or damage ...
SUPPLY OF THE PRODUCTS. 3.1 Subject as provided to Clauses 2.8 and 3.2, Goldenstone shall use its best endeavours to supply the Products to the Sub-Distributor in accordance with the Sub-Distributor’s orders.
3.2 Goldenstone shall not be under any obligation to continue the supply of all or any of the Products, [ and shall be entitled to make such alterations to the specifications of the Products as it may think fit. ]
3.3 Each order for the Products shall constitute a separate contract, and any default by Goldenstone in relation to any one order shall not entitle the Sub-Distributor to treat this Agreement as terminated;
3.4 The Sub-Distributor shall, in respect of each order for the Products to be supplied under this Agreement, be responsible for:
3.4.1 Ensuring the accuracy of the order;
3.4.2 Providing Goldenstone with any information which is necessary in order to enable Goldenstone to fulfil the order and to comply with all applicable legal requirements pertaining to each respective geographical region in Territory 1 or Terriotry 2, as the case may be, for each Distribution Right stated in Clause 2.3 herein; and
3.4.3 Obtaining any necessary import licences, certificates of origin or other requisite documents, any paying all applicable customs duties and taxes in respect of the importation of the Products into each respective geographical region in Territory 1 or Terriotry 2, as the case may be, for each Distribution Right stated in Clause 2.3 herein and for their distribution in these geographical areas.
3.5 The Sub-Distributor shall give Goldenstone not less than 3 months’ written notice of its estimated requirements of the Products for each month, and shall promptly notify Goldenstone of any changes in circumstances which may affect its requirements.
3.6 Upon receipt and confirmation of each order Goldenstone shall as soon as is practicable inform the Sub-Distributor of Goldenstone’s estimated delivery date for the consignment. Goldenstone shall use all reasonable endeavours to meet the delivery date, but time of delivery shall not be of the essence and accordingly Goldenstone shall have no liability to the Sub-Distributor if, notwithstanding such endeavours, there is any delay in delivery.
3.7 The title to any consignment of the Products shall not pass to the Sub-Distributor until Goldenstone has received payment in full of the price therefor.
3.8 Risk of loss or damage to any consignment of the Products shall pass to the Sub-Distributor from the time Goldenstone notifi...
SUPPLY OF THE PRODUCTS. Before the [***], STADA and ALVOTECH agree and undertake to each other to enter into a Supply Agreement which shall incorporate the following commitments:
10.1 STADA is committed to and shall ensure that its Affiliates purchase their total demand of the Products according to the Dossier(s) as Finished Product exclusively from ALVOTECH for a term of [***] after Launch of the first strength of the Product in the Territory on a country-by-country basis (“Exclusive Purchase Obligation”);
10.2 ALVOTECH will constantly manufacture and deliver the Product according to current EU GMP provisions, the Dossier and the Product specifications;
10.3 ALVOTECH will support STADA by using its commercially reasonable efforts to gain the import licence for the Products in case of manufacture in a country not belonging to the European Union, if applicable;
10.4 The prices for the Products supplied to STADA, its Affiliates and/or Distributors as Finished Product will be the greater of (a) [***] of STADA’s or STADA’s Affiliates’ (as applicable) Net Selling Price in the respective country of the Territory or (b) the Floor Prices as stated in Annex 1;
10.5 The Exclusive Purchase Obligation shall terminate automatically in case the Supply Agreement terminates or as otherwise agreed in the Supply Agreement, including in the event any competent authority finds the Exclusive Purchase Obligation in such country to be invalid or unenforceable;
10.6 With regard to the countries of the Territory with Exclusive Rights, upon STADA’s failure, other than as a result (and to the extent) of ALVOTECH failing to supply Product quantities ordered by STADA in accordance with the applicable provisions of this Agreement and the Supply Agreement, to purchase on a country-by-country basis:
(a) [***] of its annual non-binding forecast for the Products over [***] consecutive years, or
(b) [***] of its annual non-binding forecast for the Products in [***] and not being able to catch up this volume [***], ALVOTECH shall be entitled to convert the Exclusive Rights to Semi-Exclusive Rights for the particular country as the sole remedy; and
10.7 The initial term of the Supply Agreement shall be the duration of the Exclusivity Period (“Initial Supply Term”). Provided that STADA has complied with its material obligations under the Supply Agreement, STADA shall have the right, in its sole discretion, to:
(a) prolong the Exclusivity Period and prolong the duration of the Supply Agreement, or
(b) prolong the dura...
SUPPLY OF THE PRODUCTS. The Parties acknowledge and agree that IceCure shall retain the exclusive right to make and have made the Product. No later than September 30th of each calendar year during the Term, Terumo shall submit a non-binding good faith rolling Forecast of Terumo’s anticipated quarterly demand of the Products for the coming calendar year for the Territory(the “Forecast”). IceCure shall notify Terumo within five (5) Business Days from the receipt of the Forecast if it expects it will not be able to fulfill the Forecast and thereafter the Parties shall discuss the Forecast in good faith. IceCure will be deemed to have accepted the Forecast unless IceCure notifies Terumo of said non-fulfillment expectation within five (5) Business Days from the receipt of the Forecast. Subject to the terms of this Agreement, IceCure shall manufacture or have manufactured and supply or have supplied and maintain a capacity of manufacturing to fulfill the accepted Forecast, for the Territory, and Terumo shall purchase from IceCure Product for sale in the Territory in accordance with the terms and conditions of this Agreement.
SUPPLY OF THE PRODUCTS. 3.1 Alco undertakes to acquire the Product for the territory exclusively from Sicor and Sicor undertakes to sell the Product destined for clients within the territory exclusively to Alco.
3.2 The Parties agree that the terms regarding the supply of technology by Alco to Sicor form an integral and essential part of the conditions of supply of the Product by Sicor to Alco.
3.3 Sicor reserves the right to modify the Product without prior notice. Under no circumstances shall Alco be owed indemnification or compensation for the consequences, direct or indirect, of such unilateral modifications.
SUPPLY OF THE PRODUCTS. For purpose of this Agreement, the “Products” mean the specified Ultra Sonic motors as described in Exhibit A and its modified version agreed in writing by the Parties. Subject to the terms and conditions herein contained, Supplier agrees to sell the Products and its control device to Iradimed, Iradimed agrees to purchase the Products and its control device from the Supplier. Supplier further agrees to not sell the Products to any other third party as long as Iradimed perform the yearly minimum purchase obligation as stipulated in Article 3. Also, the Parties confirmed and agreed that the Products have been or will be designed and manufactured by Supplier with Iradimed specification and requirements input, Ultra sonic motors as Exhibit A have been modified and improved from prototype as follows; (i) ****, (ii) ****, (iii) ****, (iv) ****, and (v) ****. Therefore, the Parties confirmed that the Ultra sonic motors described in Exhibit A may be, from time to time, modified thereafter. Provided, however, that, such modifications shall be valid only by an Agreement in writing signed by the Parties.
SUPPLY OF THE PRODUCTS. Any individual sales agreement of the Products shall become effective when Kou places an order to Otsu for shipment of the Products and such order is approved by Otsu orally or in writing. Otsu shall deliver the Products to such place as designated by the order.
SUPPLY OF THE PRODUCTS. 1 SCOPE OF WORK: SUPPLY OF THE PRODUCTS 2 RESTRICTIONS ON THE USE OF THE PRODUCTS 3 GRANT OF LICENSE ON THE SOFTWARE AND RELEVANT RESTRICTIONS 4 TESTING 5 PRICE AND PAYMENT OF THE PRICE 6 RETENTION OF TITLE ON THE PRODUCTS 7 DELIVERY AND SHIPMENT OF THE PRODUCTS 8 WARRANTY 9 LIMITATIONS OF CETENA LIABILITY 10 INFRINGEMENT CLAIMS 11 SPECIFICATIONS 12 MAINTENANCE SERVICES 1 SCOPE OF WORK: MAINTENANCE SERVICES 2 CONDITIONS PRECEDENT TO THE SUPPLY OF THE SERVICES BY CETENA 3 AVAILABILITY HOURS AND LANGUAGES 1 CETENA WITHDRAWAL RIGHT 2 SINGLE RISK ASSESSMENT DOCUMENT (“DUVRI”) 3 INTELLECTUAL PROPERTY RIGHTS
SUPPLY OF THE PRODUCTS. Rosemont shall sell and Oncogenerix shall purchase the Licensed Products and such quantities of the Licensed Products as are ordered by Oncogenerix, subject to Rosemont’s standard Terms and Conditions of Sale from time to time, a current copy as at the Effective Date is attached to this Exhibit B; anything to the contrary notwithstanding, any Terms and Conditions of Sale shall not be contrary to, or in contravention of, the terms set forth in the Agreement.
SUPPLY OF THE PRODUCTS. 4.1. GENTA shall supply the Products to IDIS on a consignment basis in accordance with the terms and conditions of this Agreement to the exclusion of any terms and conditions of sale submitted at any time by either party and whether printed or sent with any order form, delivery note, invoice or otherwise. GENTA shall be responsible for insuring the Products while in transit to IDIS. IDIS shall be responsible for adequately insuring the Products upon receipt thereof. For clarity, title or ownership of the Products shall not pass to IDIS but shall pass directly to the consumer. IDIS shall indicate to any third parties that its inventory of Product is owned by GENTA.
4.2. GENTA shall not supply IDIS with any Products with a remaining shelf life of less than * months, and GENTA shall replace any Product supplied to IDIS that expires prior to distribution. IDIS will have no obligation to pay the IDIS Buy Price for any such expired Product. If GENTA is unable to comply with this clause 4.2 it shall notify IDIS immediately providing details of the remaining unexpired shelf lives of the available Products and, in such event, GENTA shall not proceed with the Order until it has received written confirmation from IDIS that the Order may proceed at which time the Contract shall be formed.