Common use of Timely Delivery Clause in Contracts

Timely Delivery. All dates for delivery of API are firm and time is of the essence. Customer shall not be obligated to accept any untimely, incomplete or excessive shipments. Supplier shall promptly notify Customer in writing of any anticipated delay or of any circumstance(s) rendering it unable to supply API in accordance with the terms of a Purchase Order and the estimated duration of such delay/circumstance(s). Any order delivered within five (5) calendar days of the requested delivery date will be considered delivered on time. In the event the Supplier fails to fulfill its API supply obligations as set out under this Agreement, it shall, as Customer’s sole and exclusive remedy for such failure (save for Customer’s rights under Section 11 below), compensate Customer, against Customer’s invoice supported by relevant documentation, for the direct and verifiable out-of-pocket costs and/or expenses incurred by Customer as a direct consequence of such failure, provided further that such costs could not have been avoided or mitigated by Customer, including but not limited to through the use of the Customer’s safety stock referred to in Section 4.3. In no event shall Supplier be under any obligation to compensate or otherwise be liable for any loss of profits, loss of business or interruption of business of Customer or any Third Party, or for any other indirect, special, incidental, consequential or punitive losses or damages of any kind.