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Ovid shall have the right to terminate the Supply Agreement, and if Ovid terminates the Supply Agreement, Lundbeck shall undertake the technology transfer contemplated by [Section 3.3].

2.4Requirements. Purchaser shall purchase from Supplier one hundred percent (100%) of Purchaser’s requirements of Supply Deliverables, and Purchaser shall not manufacture itself, or obtain from any Affiliate or Third Party, any Supply Deliverables. The foregoing provision shall not be applicable to any rejected Supply Deliverables or Defective Product as provided for herein.

the Purchaser and the Seller shall execute and deliver a manufacturing and supply agreement in substantially the form attached hereto as [Exhibit D] (the “Manufacturing and Supply Agreement”);

“4.3 Commercial Supply for the Territory. Subject to the terms and conditions of this Agreement, during the Term, agrees to Manufacture and supply to such quantities of Product for commercial use and distribution in the Territory as may be set forth on purchase orders placed by in accordance with the provisions of the Commercial Supply Agreement, and agrees that shall be ’s exclusive supplier for the Product for the Territory on the terms set forth in the Commercial Supply Agreement. No later than ​ prior to the first anticipated NDA submission, the parties shall negotiate in good faith and enter into a separate written manufacturing and supply agreement containing commercially reasonable terms (the “Commercial Supply Agreement”) pursuant to which the purchase price for the commercial supply of Product shall be equal to ​ of ’s Fully-Burdened Manufacturing Cost, as well as a commercially reasonable and customary quality assurance agreement (the “Commercial Quality Agreement”), pursuant to which shall manufacture and supply to , or have manufactured and supplied to , and shall accept such manufacture and supply from as ’s exclusive supplier, Product for commercialization in the Field in the Territory. Without limiting the generality of the foregoing, the Commercial Supply Agreement shall provide as follows:”

Supply of e-liquid. To the extent any PMTA submitted by or on behalf of Customer in connection with the Strategic Services is for a Product that is manufactured by Avail, upon Customer’s request, the Parties shall negotiate in good faith the terms of a commercial supply agreement for Avail’s supply of e-liquid to Customer (a “Supply Agreement”). The Supply Agreement will provide that, for a period to be agreed as part of the Supply Agreement discussions, but in any case no less than five years after FDA approval (if any) of the applicable PMTA, # Avail shall not at any time sell the same product to a different customer at more favorable commercial terms (which is inclusive of unit price, freight, duties, packaging, supply duration, volumes, and payment terms) than those stated in the Supply Agreement with Charlie’s, # if Avail charges a different buyer better more favorable commercial terms for such e-liquid, Avail must immediately agree to modify the Supply Agreement to include the improved terms for the e-liquid to future purchases by Customer under the Supply Agreement, and # shall further be governed by the pricing terms shown in [Schedule 2] Part 4 which have been agreed to by the Parties. This [Section 7.4(c)] shall not be construed to give Avail any ownership rights whatsoever in Charlie’s Mint Leaf, Fuji Apple Strawberry Nectarine, Head Bangin’ Boogie or Wonder Worm products (collectively, “Charlie’s Products”).

If, after the commencement of a Supply Interruption for which TRIS has not provided to AYTU a Supply Resumption Notice within six (6) months of AYTU’s declaration of a Supply Interruption (pursuant to [Section 5.7(b)]), AYTU is unable to engage an alternate Third Party supplier to begin supplying a Competing Product to AYTU within six (6) months after AYTU’s declaration of a Supply Interruption (pursuant to [Section 5.7(b)]), AYTU may terminate this Agreement by written notice to TRIS.

supply chain management;

A party must pay GST / VAT on a Taxable Supply made to it under this Agreement, in addition to any consideration (excluding GST / VAT) that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply.

Monetary Consideration. This clause 6.2 applies if a Supply made under or in connection with this Deed is a Taxable Supply, for which the consideration is a payment of money.

4.1Compliance with Laws. Supplier shall supply to Purchaser Supply Deliverables that are manufactured in compliance with all applicable present and future orders, regulations, requirements and laws of any and all federal, state, provincial and local authorities and agencies of the territory or territories where such Supply Deliverables are manufactured, including without limitation all laws and regulations of such territories applicable to the transportation, storage, use, handling and disposal of hazardous materials. Supplier shall obtain and maintain (and shall cause its vendors to obtain and maintain) all government permits, including without limitation health, safety and environmental permits, necessary for the conduct of the actions and procedures undertaken to supply the Supply Deliverables during the Term of this Agreement.

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