EX-10.15 2 v336030_ex10-15.htm EXHIBIT 10.15
Exhibit 10.15
SUPPLY AGREEMENT
PARTIES
GE Healthcare entity (thereinafter ”GEHC”), previously known as Amersham Health AS: GE HEALTHCARE AS Address Nycoveien 1-2 0401 OSLO NORWAY | | Other Party (thereinafter the “Supplier”), previously known as Organichem Corporation: AMRI Rensselaer, Inc. Address 26 Corporate Circle Albany, New York 12203 USA |
The Parties hereby agree that the following terms and conditions shall apply:
The Supplier shall sell to GEHC, and GEHC shall purchase from the Supplier the products meeting the specifications referred to in Attachment A (the “Product”) in such amounts as GEHC may order from time to time on the terms and conditions set out in this Agreement . GEHC shall pay the price of the Product and any Additional Charges, if any, specified in Attachment A (together, the “Prices”).
The following attachments are an integral part of this Agreement (the “Attachments”). The provisions of each Attachment shall be incorporated by reference into and deemed to be part of this Agreement:
| Attachment A - | Products and Prices |
| Attachment B - | Special Terms and Requirements |
| Attachment C - | Commercial Terms and Conditions |
| Attachment D - | Supplier Integrity Statement |
| Attachment E – | Quality Assurance Agreement including specification (Annex 4) of April 4th, 2010 |
| Attachment F - | Documentation requirement for supply of ABA Hcl. |
| Attachment G - | Aminobisamide Packaging Specifications |
Effective Date: January 1st 2012
Length of contract: This Agreement shall take effect retrospectively from the Effective Date and, subject to the rights of termination in clause 1 of Attachment C, shall continue until December 31st 2016. The Parties shall meet on or before 2 years prior to the expiration of the Term to decide whether to renew this Agreement. If the Agreement is not extended prior to the date of termination, the Agreement will terminate at the expiration of the term.
The Agreement supersedes and replaces the Supply Agreement between the Amersham Health AS and Organichem Corporation of August 31st 2005 and the Amendment between GE Healthcare AS and AMRI Rensselaer, Inc of December 22nd 2008.
This Agreement has been duly executed by each of the Parties
| Signed for and on behalf of GEHC AS | | Signed for and on behalf of AMRI Rensselaer, Inc. |
| | | | | |
| Signature | /s/ Bard Reinholdtsen | | Signature | /s/ Thomas D’Ambra |
| | | | | |
| Name (capitals) | BARD REINHOLDTSEN | | Name (capitals) | THOMAS D’AMBRA |
| Title | Global Sourcing Leader | | Title | President & CEO |
Attachment A
Products and Prices
| Product name | | GEHC Art No | | Supplier Art No | | Spec No or Attachment ref. | | Unit Size | | Unit price | | Lead time | | Shelf Life |
| Aminobisamide Hcl (“ABA Hcl”) | | 1002075 | | | | Ref Attachment E, QA Agreement | | Kg | | See below: | | POs to be sent [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] or more prior to date of shipment | | [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]from date of production |
Delivery term for international transports (Incoterms 2010): CIP Kristiansand, Norway. Title of Product passes to GEHC upon shipment from Supplier’s plant.
Contract price and volumes
| | 2012* | | 2013 | | 2014 | | 2015 | | 2016 |
| Base volume (Tons) | ———— [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]———————— |
| Price ($/Kg) | ———— [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]———————— |
* [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]
Price - volume adjustment:
| a) | No adjustment if volume changes less than or equal to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| b) | If the volume decreases between [/*[CONFIDENTIAL TREATMENT REQUESTED]*/], then the percent price increase will be equal to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| i. | *Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| c) | If the volume decreases more than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] then the percent price increase will be [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| i. | Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| d) | If the volume increases by more than than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] then the percent price decrease will be equal to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| i. | Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
For the avoidance of doubt, GEHC is under no obligation to buy any minimum quantity, but GEHC shall purchase [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of its requirements from AMRI in 2012 and 2013. GEHC shall have the right to obtain up to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the required volume from other sources in 2014 and up to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the required volume from other sources in 2015 and 2016.
If GEHC decides to exercise the option of buying volumes from other sources in 2014-2016, the price from AMRI will increase by [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. GEHC shall give AMRI notice six months prior to the purchase from other sources, indicating volume, and other relevant information as necessary to account for the calculation of price increase.
| i. | Example: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
If GEHC in any given year spends with AMRI [/*[CONFIDENTIAL TREATMENT REQUESTED]*/], the price of ABA Hcl for that year is reduced by [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. If GEHC in any given year spends with AMRI [/*[CONFIDENTIAL TREATMENT REQUESTED]*/], the price of ABA Hcl for that year is reduced by [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. This additional spend [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] from AMRI.
Any increase in price based on volume or alternative sourcing under this section shall be invoiced with the next invoice for Product shipped following the date on which the increase was incurred. Any decrease in price based on volume or base spend under this section shall be credited towards the next invoice for Product shipped following the date on which the decrease was incurred; any excess credit shall be applied towards the following invoice(s) until the full credit is satisfied. For the avoidance of doubt, no cash refund shall be paid to GEHC in connection with any credit earned under this section, except as may apply upon termination or expiration of this Agreement.
Attachment B
Special Terms and Requirements
The Products to be supplied in accordance with the terms of this Agreement are set forth in Attachment A. A technical specification in relation to a specific Product is referred to as the “Specification” and is set forth in Attachment E, Quality Assurance Agreement including specification (Annex 4) of April 4th, 2010
The Supplier shall ensure that the documents listed in Attachment F – Documentation Requirements for supply of raw materials to GEHC, Lindesnes plant attached all shipments of the Product.
The Supplier shall ensure that Safety Data Sheets (SDS) are updated in accordance with current European law and regulations. The Supplier is responsible for automatically sending revised SDS to GEHC in Norwegian language.
| 3. | Packaging and Shipping Requirements |
The Product shall be packaged in accordance with the packaging specifications shown in Attachment G.
GEHC shall test the Product according to the QA Agreement and Specifications set forth in Attachment E.
When the Global Harmonized System for classification and labelling come into force, the labelling of the products has to be in compliance with the EU regulations.
The Supplier confirms that it is aware of the Regulation No. 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH). The Supplier will comply with the requirements of REACH.
The Product should also be labelled according to the QA Agreement set forth in Attachment E.
The invoice shall contain the Purchase Order number, item number, invoice quantity, unit of measure, unit price, total invoice amount, Purchaser’s Norwegian Tax/VAT number and Seller’s name/phone number, address to which remittance should be sent, and other information required by law.
Invoice is not considered as having been received until it complies with these conditions.
Purchaser shall provide Seller with its Norwegian Tax/VAT number.
| 7. | Prices and payment terms |
| a. | Firm prices. Prices are fixed for the Term of this Agreement except as amended in accordance with Attachment A. Except where expressly specified otherwise in Attachment A, the Prices include all costs relating to the supply of the Products including, but not limited to, insurance (except as otherwise provided in Attachment C), and packaging costs. GEHC shall not be obliged to reimburse the Supplier for any Additional Charges or any other costs relating to the supply of the Products that are not specified in Attachment A or otherwise agreed in writing by the Parties. In no event shall the Prices be increased by the Supplier without the express written consent of GEHC, except as set forth in Exhibit A, in which case no consent shall be required. |
| b. | Intentionally left blank.. |
| c. | Intentionally left blank. |
| d. | Taxes. Unless prohibited by law, the Supplier will separately indicate on its Invoice any tax that is required to be imposed on the sale of Products. |
| e. | Payment Terms. GEHC shall settle any undisputed invoices arising under this Agreement within [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] days from invoice date, subject to receiving an invoice prepared in accordance with the terms of this Agreement. All sums to be paid by GEHC under this Agreement shall be in the currency specified in Attachment A. |
| 8. | Forecast/Commitment/Quantities |
| a. | Forecasting. Before the end of each year, and on a rolling basis before the first day of each calendar month, GEHC shall submit to the Supplier forecasts in writing for its estimated needs of the Products during the subsequent twelve month period. The Supplier shall promptly provide any approved subcontractors with the forecast. |
| b. | Non-binding and Binding Forecasts. Any twelve month forecast provided by GEHC or mutually developed by the Parties for GEHC’s requirements for Products shall not be binding in any way on GEHC and GEHC may modify any such forecast at any time in its sole discretion, except that the forecast for the first [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]of any given twelve month forecast shall constitute a binding order for the Product (“Firm Period Forecast”) and GEHC shall be required to “take or pay,” accordingly, unless otherwise agreed to in writing by the Parties. The Supplier shall confirm within five (5) days of receiving any Firm Period Forecast of its ability to satisfy such order. Upon such confirmation, the Supplier represents and warrants that it has the capacity and expertise necessary to manufacture and deliver to GEHC the base volume forecast (ref Attachment A) of Products, and any increased volume of up to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] greater than the base volume. Notwithstanding this, the Supplier shall make commercially reasonable efforts to accommodate GEHCs request for volumes greater than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the base volume . In the event that the Supplier is unable to supply volumes in accordance with GEHCs forecasts, GEHC shall be relieved of its obligation to purchase only to the extent that is required to meet GEHCs needs in the current calendar year for volumes that cannot be supplied by the Supplier. In the event that AMRI is not able to deliver volumes according to the commitments in this Agreement and GEHC will need to source the Product from a different source, [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. |
| 9. | Business Continuity plan |
At GEHCs request, the Supplier must share with the Parties a Business Continuity plan that includes Suppliers’ plan for 24/7 communication with the Parties. The Business Continuity plan will also include basic information on Suppliers’ upstream Supply Chain. For instance, this information will include who Suppliers’ Tier 1 are, where they are located and the means of transportation for this Supply Chain. GEHC shall not be entitled to information about pricing or other commercial terms.
The Supplier agrees to provide to GEHC an annual review and update of the Suppliers Business Continuity plan which shall include a risk assessment on how the Supplier will meet their obligations as set forth in this Agreement. The Business Continuity plan, including the risk profile, shall be reviewed at Suppliers’ expense at least every two years by a third party agreed upon by the parties.
In connection with the Business Continuity plan, the Supplier agrees not to single source (single source shall not include suppliers with multiple sites that have proven capability of providing such material) any key raw materials without the prior written consent of GEHC, such consent shall not be unreasonably withheld or delayed.
| 10. | Security Stock of the Product |
The Supplier shall maintain [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] supply [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] of the Product based on purchases made by GEHC in the preceding calendar year. In the event GEHC calls upon the full supply of security stock within a [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] period, Supplier shall replace such security stock as soon as reasonably practicable. Upon termination of this Agreement, GEHC shall immediately purchase and pay for this security stock at the then-current price under Attachment A.
| 11. | Communication and Contract Managers |
| a. | Contract Managers. Both the Supplier and GEHC will appoint a contract manager to manage their respective obligations under this Agreement, to act as focal points between the two organisations and review progress on a quarterly basis. The contract manager shall be as specified below or such other person as subsequently communicated to the other Party. |
GEHC: Bård Reinholdtsen
SUPPLIER:
GEHC:
GE Healthcare AS
Lindesnes fabrikker
4521 Lindesnes
NORWAY
With a copy to:
Legal Services
Pollards Wood (PW/19)
Nightingales Lane
Chalfont St Giles
Buckinghamshire
HP8 4SP
United Kingdom
Fax: +44 (0) 1494 498045
Supplier:
AMRI
Attn: Legal Dept.
26 Corporate Circle
Albany, NY 12212
| c. | Crisis communication. The Supplier must maintain the ability to contact or receive contact from GEHC on a twenty-four (24) hour per day, seven (7) day per week basis including public holidays in order to communicate and manage crisis situations that threaten to or interrupt the supply chain. |
| a. | Upon notification to Supplier that GEHC has received a complaint or inquiry regarding the safety or efficacy of Product, Supplier shall, upon request of GEHC and within a reasonable period, consistent with its own policies, supply GEHC with a chemical analysis of retained samples of any lot that is subject of such complaint or inquiry. Supplier shall retain all records and samples with respect to the Product in accordance with its own record retention policies. |
| b. | Supplier and GEHC shall meet in person or by telephone conference at least once per Quarter during the Term of the Agreement to review each Party’s performance hereunder. |
The Parties agree that in the event of any conflict or inconsistency between the terms and conditions of this Agreement, the order of precedence shall be (listed with the highest precedence first):
The Supply Agreement
| Attachment A - | Products and Prices |
| Attachment B - | Special Terms and Requirements |
| Attachment C - | Commercial Terms and Conditions |
| Attachment D - | Supplier Integrity Statement |
| Attachment E – | Quality Assurance Agreement including specification (Annex 4) of April 4th, 2010 (except that QAA shall take precedence over Attachment C in case of conflict regarding quality requirements relating to the Material) |
| Attachment F - | Documentation requirement for supply of ABA Hcl. |
| Attachment G - | Aminobisamide Packaging Specifications |
Attachment C
Commercial Terms and Conditions
| 1.1 | Mutual Termination. Either party may terminate this Agreement: |
| a. | at any time upon written notice if the other party (the “Defaulting Party”) materially defaults in the performance of one or more of its obligations hereunder and the Defaulting Party fails to cure the default within thirty (30) days after receiving written notice of such; or |
| b. | upon thirty (30) days written notice if any proceeding under the bankruptcy or insolvency laws is brought against the Defaulting Party, a receiver is appointed for the Defaulting Party or the Defaulting Party makes an assignment for the benefit of creditors. |
| 1.2 | Termination For Cause. Either party shall have the right to terminate this agreement and/or, at either party’s discretion, relevant Purchase Orders, with immediate effect in the event of (i) material breach by the Supplier of Attachment D; (ii) a repeated material breach of any term of this Agreement; (iii) consistent failure by the Supplier to meet required delivery dates; or (v) ownership and control of the Supplier has been transferred to a third party without GEHC´s written approval. |
| 1.3 | Intentionally left blank |
| a. | If GEHC terminates this Agreement in accordance with clause 1.2, it may also terminate all unfilled Purchase Orders without any liability except for the price of any Products previously delivered and accepted by GEHC. |
| b. | If this Agreement expires without renewal at the end of the Term, GEHC and the Supplier each recognize and agree that any unfilled Purchase Orders issued prior to such termination or expiry but not yet delivered, shall survive until fully performed. |
| 1.5 | Termination of this Agreement shall not relieve the Defaulting Party of its obligations and the non-defaulting party shall retain all legal and equitable remedies after such termination. |
| 2. | Risk Material and Safety Stock |
| 2.1 | Risk Material. The Supplier must ensure that sufficient quantity of Risk Materials (as detailed in the Attachment B), if any, are stocked to satisfy the requirements of this Agreement and to fulfil forecasts. |
| 2.2 | Security stock. Supplier shall maintain at its own cost and risk the security stock agreed as set forth in Attachment B. The security stock shall be managed in accordance with FIFO principle. |
| 3.1 | Purchase Order Contents GEHC shall issue purchase orders to the Supplier stating the quantity and delivery date for Products (a “Purchase Order”). The Purchase Orders shall be written and sent by fax, e-mail or other agreed method, no less than ten weeks in advance of requested delivery date, and for such quantities of Product as described in the Firm Period Forecast. |
| 3.2 | Orders from Affiliates and Obligation to Purchase |
| a. | From time to time Affiliates of GEHC may also issue purchase orders for Products and, if requested by such Affiliate, the Supplier agrees to supply Products to such Affiliate on substantially similar terms as of this Agreement. |
| b. | For the purposes of this Agreement, an Affiliate of a party shall mean any company controlled by or under common control with the relevant party where “control” means direct or indirect ownership of at least 50% of the voting stock or interest in a company or control of the composition of the board of directors. |
| c. | Subject to Attachment A, it is the express understanding of the Parties that GEHC shall have no obligation to purchase Products exclusively from the Supplier or to purchase any minimum amount of Product, and may use other suppliers for any and all Products or similar products. Accordingly, GEHC’s commitment to purchase Products from the Supplier shall be limited to Purchase Orders released by GEHC. |
| 3.3 | Changes to Purchase Order. GEHC may make changes to the terms of a Purchase Order including, but not limited to, quantities ordered and delivery dates, or terminate in whole or in part a Purchase Order provided that it confirms such changes or termination in writing at least 10 weeks prior to Shipment, and in any event, shall not modify the quantities of Product required by any Firm Period Forecast. |
| 3.4 | Acceptance of Purchase Order. The Supplier shall accept a Purchase Order upon receipt from GEHC so long as the terms are consistent with those stated in this Agreement. The Supplier shall confirm compliance with the Purchase Order in writing, including without limitation fax and e-mail, within five (5) Business Days of receipt of Purchase Order. |
| 4.1 | Quality Plans The Parties are committed to quality in the performance of this Agreement. Accordingly, all Products shall conform to the quality assurance requirements set forth in Attachment E. |
| a. | GEHC and/or its representatives shall have the right to enter the Supplier's premises at reasonable periodic intervals to: |
i. inspect the manufacturing facilities and the equipment used by the Supplier in the manufacture of the Products except any information related to pricing unless required by law in the possession or control of the Supplier relating to the performance of its obligations under this Agreement or other applicable legal requirements (including the right to take copies at GEHC’s reasonable discretion);
ii. inspect the raw materials, the packaging and the Products (including the right to take samples at GEHC’s reasonable discretion);
iii. inspect stock levels of raw materials, packaging and the Products;
iv. audit the Supplier’s quality system.
| b. | Inspections carried out pursuant to clause 4.2a shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant GEHC and/or its representatives immediate access to its premises. |
| c. | GEHC may also request periodic, joint quality assurance meetings at the Supplier’s facility to update the status of product quality and reliability. |
| 5.1 | The Supplier shall be responsible, at its own expense, for the safe and suitable packaging and labelling of the Products, for complying with the requirements of the Packaging Requirements in Attachment B, if any, and all applicable laws and regulations relating to the packaging and transport of the Products. |
| 6. | Transportation and Title and Risk of Loss |
| 6.1 | Unless otherwise agreed: |
| a. | the Products will be delivered to the GEHC address stated in the Purchase Order and title and risk of loss will pass to GEHC in accordance with the delivery terms set forth in Attachment A; |
| b. | the price of the Products shall include all transportation costs, if in accordance with the delivery terms and clauses set forth in Attachment A. |
| 6.2 | If the supply of Products is international then the Products shall be delivered according to the Incoterm stated in Attachment A. Such term of delivery shall be construed according to the edition of Incoterms in force at the Effective Date. |
| 6.3 | Deliveries shall not be regarded as completed until the Delivery Documentation in Attachment B has been provided. |
| 7.1 | The Supplier shall ship the Products on the date and in the quantity set forth on the applicable Purchase Order. The Supplier shall not ship the Products more than five (5) Business Days in advance of the specified shipment date without the prior written consent of GEHC. In the last week of a calendar Quarter, the Supplier shall not ship the Products prior to the specified shipment date unless prior approval has been obtained from GEHC. |
| 7.2 | The lead time for the Product shall count from issue of GEHC Purchase Order to completion of delivery of the Products, including any agreed documentation. |
| 7.3 | In the event that the Supplier anticipates or expects a delay in delivery it shall immediately notify GEHC and at the same time explain the causes and the steps that it is taking to minimise the delay. If the delivery is delayed by more than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] then GEHC may: [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. The Parties confirm that this sum represents a genuine pre-estimate of the loss that GEHC would suffer in the event that delivery is delayed by more than the period specified in this clause. |
| 7.4 | If Products are delivered to GEHC in excess of the quantities ordered GEHC shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense or shall be held by GEHC and credited against future invoices. |
| 8.1 | All Products delivered to GEHC by the Supplier must meet the terms and conditions of this Agreement. All Products shall be received subject to GEHC’s acceptance or rejection on or before the end of the Inspection Period. GEHC may reject an entire batch of Product based upon a reasonable sampling of such batch of Products. |
| 8.2 | “Inspection Period” means a reasonable time after delivery of any Products, to allow for the performance of any inspection, installation activities, testing or trials, but shall in no event be less than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] or greater than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] Business Days. |
| 8.3 | Partial or total payment by GEHC for Products under this Agreement prior to the end of the Inspection Period shall not remove the Supplier’s responsibility for any non-conforming items. |
| 9.1 | The Supplier shall ensure that all information held by or reasonably available to it regarding any potential hazards known or believed to exist in the transport, handling, or use of any Products and/or performance of any services shall be received by GE Healthcare in writing prior to delivery of the Products and/or performance of the services. |
| 9.2 | The Supplier shall be responsible, where relevant, to ensure that tank containers and other transport equipment are appropriately cleaned before filling or loading. |
| 9.3 | Employees, agents and representatives of the Supplier visiting any of GEHC’s sites shall be subject to such safety and security regulations as may be in force on that site. |
| 10.1 | The Supplier’s Invoices shall contain the GEHC Purchase Order number, line reference and other such information as may be required by law or requested from time to time by GEHC. Invoices shall be addressed to GEHC or the GEHC Affiliate who has placed the purchase order with the Supplier. |
Interest for late payment shall apply at a rate of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]. Interest for late payment shall not apply to payments that GEHC contests in good faith and shall in no event exceed any applicable statutory interest rate.
| 12.1 | Product Warranty. The Supplier represents and warrants that the Products at the time title and risk of loss pass to GEHC will: |
| a. | conform strictly to and be manufactured in accordance with the Quality Agreement and Specifications referred to in Attachment A; and shall for the Shelf life of the Product |
be free from defects, whether latent or otherwise; and
| b. | have received all applicable regulatory certifications, as required, to carry out the Supplier’s obligations under this Agreement. |
| 12.2 | Intellectual Property Warranty. The Supplier represents and warrants that its intellectual property incorporated into Products, if any, will not infringe any patent, copyright, trade secret, trademark, or other proprietary right of any third party. The Supplier also warrants that it has not and will not use or incorporate into Products any intellectual property of others without the party's prior written consent, and that no other third party holds any property rights or security interests in any Products. |
| 12.3 | Execution and Performance of Agreement. The Supplier represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. The Supplier further represents and warrants that the performance of its obligations under this Agreement will not result in a violation or breach of, and will not conflict with or constitute a default under any agreement, contract, commitment, or obligation to which such party or any of its Affiliates are a party or by which it is bound and that it has not granted and will not grant during the term of this Agreement or any renewal thereof, including any conflicting rights, license, consent, or privilege with respect to the rights granted herein. |
| 12.4 | Survival of Warranties. The Supplier agrees that the warranties set forth in section 12.1 shall be effective during the Inspection Period, and the additional warranties set forth in this section shall survive the inspection, acceptance, and use of the Products by GEHC, its distributors and sub distributors for a period of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] from completion of delivery of the Purchase Order (“Warranty Period”) and that they (i) are for the benefit of GEHC and its successors and assigns; and (ii) are in addition to any warranties and remedies to which the Supplier may otherwise agree or which are provided by law. The Supplier agrees to extend to GEHC any warranties received from the Supplier’s supplier. The Supplier warrants Products only as set forth in this Agreement and disclaims all other warranties. |
| 12.5 | OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH HEREIN, SUPPLIER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO ANY MATERIALS, INFORMATION, SERVICES OR PRODUCTS IT PROVIDES. |
| 12.6 | Returns. GEHC may return to the Supplier any Product that does not conform to the Specifications. GEHC is required to notify Supplier of such non-conformance within the Inspection Period. Any such Product shall be returned to the Supplier with complete explanation and details of analysis demonstrating the failure of Product to conform. If Supplier agrees with, or if Supplier disagrees but an independent laboratory selected by mutual agreement of the Parties confirms, GEHC’s assertion that Product did not conform to Specifications at the time title and risk of loss to Product passed to GEHC, such Product shall then be replaced, repaired, reprocessed or reworked (as applicable) and returned to GEHC at the Supplier’s expense (including all transportation and insurance). In such event, the Supplier will, at its cost, and as soon as reasonably practicable replace, repair, reprocess or rework the returned Product to bring the Product in conformance with the warranty, and will return the replacement, repaired, reprocessed or reworked Product as soon as possible, but in any event within [thirty (30) days], after confirmation of the Product’s non-conformance. If the Supplier is unable to replace, repair, reprocess or rework (as applicable) and return the Product within [thirty (30) days], the Supplier shall provide GEHC a refund as defined in clause 12.9 below. Notwithstanding anything express or implied to the contrary in this Agreement, the remedies set forth in this section 12.6 shall be the sole remedies for any breach of warranty pursuant to section 12.1. |
| 12.7 | Complaints. Any complaints shall be regarded as having been timely lodged if GEHC notifies the Supplier of the fault within the Warranty period and provides a complete explanation and details of analysis demonstrating the basis for such complaint. Within two weeks after any complaint lodged by GEHC concerning a defective Product the Supplier shall make a detailed report to GEHC on the action that has been or will be taken to avoid any recurrence. |
| 12.8 | Recalls. The Supplier shall maintain a documented reporting system to GEHC when the Supplier has knowledge of any product issue related to safety or quality that results in stopping shipment or requires a recall. Any actions taken by the Supplier to report a recall to a regulated agency must be communicated to GEHC immediately. GEHC has the right to request the Supplier to provide all documents regarding the specific issue including the analysis, root cause and corrective action taken to minimise any risk to GEHC customers. |
| 12.9 | Credits/Refunds. If applicable in accordance with this section 12, the Supplier shall promptly refund GEHC by wire transfer or cheque for any portion of payment GEHC made with respect to such Product. |
| 12.10 | Remedies. The remedies contained in this section 12 are in addition to all other remedies available at law or in equity. |
| 13.1 | Supplier’s Indemnity Obligations. The Supplier agrees to defend, indemnify, protect, and hold harmless GEHC and GEHC’s Affiliates, employees, agents, servants, and representatives from and against any and all third party claims, damages, losses, liabilities, and reasonable expenses of whatever nature (“Claim”) relating to: (i) the breach by the Supplier of any warranty set forth in this Agreement; or (ii) any claim that the Supplier’s intellectual property incorporated in or used in the manufacture of the Products infringes any patent, copyright, trade secret, trademark, or other proprietary right of any third party; or (iii) the breach by the Supplier of its obligations under clause 14.1 of this attachment C; or (iv) any grossly negligent act or omission, or wilful misconduct of the Supplier or its agents, employees, or subcontractors, except to the extent such Claim is caused by GEHC’s negligent act or omission or wilful misconduct of GEHC or its agents, employees or subcontractors. GEHC shall as soon as practicable notify the Supplier of any such claim, suit, or proceeding, and will assist (at the Supplier’s expense) in the defence of the same. |
| 13.2 | GEHC’s Indemnity Obligations. GEHC agrees to defend, indemnify, protect, and hold harmless Supplier and Supplier’s Affiliates, employees, agents, servants, and representatives from and against any Claims, relating to: (i) a claim that the use or sale of a Product infringes or otherwise violates an intellectual property right of any third party; and (ii) the distribution, use, manufacture or sale by GEHC of Product or formulated products containing Product, including, but not limited to, its commercial sale or use in clinical trials, or any side effects, contraindications, illness, injury and/or death resulting from use of Product or formulated products containing Product; except to the extent such Claim is caused by Supplier’s negligent act or omission or misconduct of Supplier or its agents, employees or subcontractors, or to the extent such Claim is due to Supplier’s breach of the warranties contained in section 12.1. The Supplier shall as soon as practicable notify GEHC of any such claim, suit, or proceeding, and will assist (at GEHC’s expense) in the defence of the same. |
| 14.1 | Applicable laws. GEHC and Supplier represent, warrant, certify, and covenant that its performance under this Agreement and the Products will comply with all applicable laws and regulations, and all conventions and standards issued by relevant authorities; and that the Supplier has obtained all applicable permits and licences necessary to perform its obligations under this Agreement |
| 14.2 | The Supplier shall at GEHC’s request and expense give all reasonable assistance necessary to obtain any licences required by GEHC with respect to the importation, exportation or use of the Products and provide GEHC with all information in relation to the Products which may be required by any regulatory authority. |
| 14.3 | Security Measures .The Supplier agrees that it will adopt industry standard security measures which are consistent with its legal obligations regarding Product (including, if applicable, the Customs-Trade Partnership Against Terrorism (“C-TPAT” where applicable). |
| 14.4 | Export Restrictions. If any Products are subject to export restrictions in the country of manufacture or shipment the Supplier shall supply GEHC prior to despatch with any relevant ECCN numbers and copies of any export licences or other certificates required in the country of manufacture or shipment and, where Products contain US components, details of the value as a percentage of the Products price. |
| 14.5 | Country of Origin. The Supplier will mark each Product, and, as appropriate, Product packaging, labels, or invoices with the country of origin for the Product, in accordance with the applicable trade and customs laws. The Supplier will also provide acceptable and auditable documentation that establishes the country of origin for Product, including without limitation, certifications of origin for Products qualifying for NAFTA preferential duty provisions, as applicable. |
| 14.6 | WEEE, RoHS And Equivalent Directives. The Supplier shall provide to GEHC in writing a list of any Products containing any: lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB), polybrominated diphenyl ethers (PBDE), or any other hazardous substances the use of which is restricted under EU Directive 2002/95/EC (27 January 2003) (“RoHS Directive”), as amended, or under any equivalent directives or regulations. The Supplier represents, warrants, and certifies that (i) except as specifically listed in a separate document attached to this Agreement, none of the Products are “electrical or electronic equipment” under EU Directive 2002/96/EC (27 January 2003) (“WEEE Directive”) or under any equivalent directive and (ii) none of the Products contain any arsenic, asbestos, benzene, polychlorinated biphenyls (PCBs), carbon tetrachloride, or any chemical restricted under the Montreal Protocol on ozone-depleting substances. |
| 15.1 | GEHC Proposed Changes. GEHC may propose changes to the Specifications by submitting the proposed changes to the Supplier in accordance with the Quality Assurance Agreement. The Supplier shall respond in writing to GEHC within [thirty (30)] days after receipt of such changes with the following information, as applicable: (i) time required to implement proposed changes; (ii) impact of proposed changes on pricing of Product; and (iii) impact of proposed changes on the lead time of the Product. If the Parties agree on the changes to the Specification they shall amend this Agreement accordingly. If the Parties fail to agree on the amendments to be made to the Agreement (to reflect the changes to the Specification) the terms in effect prior to commencement of the negotiations shall remain in full force and effect and the Supplier shall continue to supply the Product to the existing Specification, or GEHC, at its election, may remove the affected Product from this Agreement with no liability to GEHC, except as may be required pursuant to the termination provisions of this Agreement. |
| 15.2 | Supplier’s Proposed Changes. The Supplier may propose but shall not implement, a change to the Specifications (including, but not limited to, changes which may affect quality, form, fit, function, reliability, regulatory compliance, safety or interface capability with GEHC products) or a change in its manufacturing method (including, but not limited to changes of sources of materials and changes in manufacturing processes or locations) without the prior written consent of GEHC, which shall not be unreasonably withheld. The Supplier shall make such proposals in writing explaining the reason for the changes and providing reasonable detail sufficient for GEHC to evaluate the proposal. The Supplier shall also provide an estimated reduction or increase in price and lead times for the affected Products. GEHC shall be notified [three (3) months] three (3) months in advance of the proposed implementation date to allow for evaluation by GEHC, unless the change is required by a regulatory authority on shorter notice. At the request of GEHC, Supplier shall provide samples of the Products manufactured according to the proposed new specification or manufacturing method for evaluation purposes. |
| 15.3 | New Products. The Supplier shall notify GEHC of other product offerings it has and, if both Parties are interested in adding such products to this Agreement, and the Parties are able to agree upon pricing terms, such products will be added to the Attachment B of this Agreement by amendment. |
| 15.4 | New Technology. If during the Term, the Supplier develops and markets a product that would be a replacement for any Product provided hereunder or an upgrade of any Product, the Supplier agrees to sell said product to GEHC at GEHC’s option, for a price to be negotiated in good faith between the Parties. Both Parties also agree that all appropriate provisions of this Agreement will apply to any such replacement or upgraded product. Nonetheless, except as otherwise expressly provided by this Agreement, the Supplier agrees to continue to make the original Product available to GEHC through the end of the Term. |
| 16. | Intentionally left blank |
| 17. | Electronic Data Interchange |
| 17.1 | Access. GEHC, in its sole discretion, may permit the Supplier to have on-line access to designated computer systems of GEHC in order to facilitate the Supplier's ability to perform its obligations under this Agreement. Such access shall also be subject to the Supplier entering into a systems access agreement if so requested by GEHC. If such access is granted, the Supplier shall give to GEHC the names of the Supplier's employees who have a legitimate business need for such access to GEHC's computer systems, and GEHC shall provide a separate user identification code for each person. The Supplier, at its own expense, shall provide and maintain any hardware, telecommunications services and software not furnished by GEHC, which are needed to communicate reliably with GEHC's computer systems. GEHC, in its sole discretion, may terminate the Supplier's access to GEHC's computer network at any time. |
| 17.2 | Use Restrictions. The Supplier shall ensure that: (i) computer access is limited to those employees with a legitimate business need whose names have been furnished to GEHC; and (ii) such employees with access agree to keep any information so obtained strictly confidential, to use such information only to perform the Supplier's contract obligations to GEHC and to cease accessing GEHC's computer systems when no longer required to perform work under this Agreement. The Supplier shall promptly notify GEHC if it becomes aware of any unauthorized access to GEHC's computer systems or unauthorized use of the information on the systems. |
| 18.1 | During the Term, each party (the “Recipient”) may receive or have access to certain information of the other party (the “Discloser”) that is Confidential Information of the Discloser. For purposes of this Agreement, “Confidential Information” shall mean any information disclosed by the Discloser to the Recipient, whether technology-related or business-related, whether furnished before or after the Effective Date and irrespective of the form of communication, that is considered competitive, confidential or proprietary in nature together with any notes, summaries, reports, analyses, or other material derived by the Recipient or its Representatives (defined below) in whole or in part from such information in whatever form. The Recipient will protect the Confidential Information with the same degree of care as the Recipient uses for its own similar information, but no less than a reasonable degree of care. Confidential Information may only be used by those employees, contractors and advisors of the Recipient and its Affiliates (“Representatives”) who have a need to know such information for the purposes related to this Agreement and who are bound by equivalent obligations as to confidentiality, and the Recipient shall inform such Representatives of the confidential nature of such Confidential Information and the obligations of the Recipient hereunder. The Recipient shall be responsible for any breach of this Agreement by it or any Representative to the same extent as though such Representatives were Parties hereto. The Parties acknowledge that Confidential Information that a party identifies as a trade secret is deemed Confidential Information to be protected indefinitely. The Parties also agree that all other information, including but not limited to technical information (which is not a trade secret) and forecasts disclosed during the Term or prior to the formation of this Agreement are deemed Confidential Information to be protected for a term of ten (10) years from the date of disclosure. |
| 18.2 | Visits. In the event of the Supplier visiting any of the establishments of GEHC or its associated companies, the Supplier undertakes that any further Confidential Information which may come to the Supplier’s knowledge, as a result of any such visit, shall be kept strictly confidential and that any such information will not be divulged to any third party and will not be made use of in any way by the Supplier under any circumstances. |
| 18.3 | Exclusions. The undertakings in clauses this clause 18 shall not apply to: |
| a. | information which at the time of disclosure is published or otherwise generally available to the public; |
| b. | information which is published or becomes generally available to the public, otherwise than through an act or omission on the part of the Recipient; |
| c. | information which the Recipient can show by reasonable written record was in his possession at the time of disclosure and which was not acquired directly or indirectly from the Discloser; |
| d. | information rightfully acquired from a third party who did not obtain it under a pledge of secrecy to the Discloser or another; |
| e. | information which has been developed by the Recipient independently of the Confidential Information received from the Discloser; or |
| f. | information which the Recipient notifies the Discloser is required to be disclosed by the Recipient pursuant to a legally enforceable order, direction or other regulation but any disclosure shall only be so far as necessary to give effect thereto. |
| 18.4 | Confidential Information shall not be deemed to be in the public domain merely because any part of said Confidential Information is embodied in general disclosures or because individual features, components or combinations thereof are known to the public. |
| 18.5 | Return of Confidential Information. All Confidential Information supplied to or acquired by each party and all copies thereof (in any media) shall be returned to the other party within fourteen (14) days after termination of this Agreement All information consisting of documents, notes and other writings prepared by one party based on non-public data of the other party shall be destroyed. |
| 18.6 | Development. – The confidentiality terms in this section shall not be construed to limit either party’s right to independently develop or acquire products without use of the other’s Confidential Information. |
| 18.7 | Restrictions on Use of Design Materials and Know How During and after the Term the Supplier shall be prohibited from selling to any third party any Product or equivalent product that is either (i) developed for GEHC under this Agreement; (ii) incorporates any GEHC Confidential Information; or (iii) is specifically designed or configured for use with GEHC’s products using information received or know how developed in connection with this Agreement. |
| 19. | GEHC Tangible and Intellectual Property |
| 19.1 | GEHC Property. All tools, equipment, materials or other proprietary information and all intellectual property rights in the foregoing which GEHC furnishes to the Supplier, or which is developed or acquired at GEHC’s expense or at its direction in the performance of the work hereunder if agreed at the time of development or acquisition, shall be GEHC Property. The Supplier shall take all such steps as GEHC shall direct in relation to such GEHC Property, including, but not limited to, in respect of tangible property marking, separately storing, maintaining, insuring and returning the property at Supplier’s own cost. In no event shall GEHC Property include Supplier Property. |
| 19.2 | Supplier Property. All tools, equipment, materials or other proprietary information with respect to Supplier’s manufacturing methods or processes and all intellectual property rights in the foregoing, owned by Supplier as of the effective date of this agreement or developed or improved during the Term, that are not GEHC Property pursuant to section 19.1, shall be deemed Supplier Property, with all rights thereto owned exclusively by Supplier. |
| 19.3 | Intellectual Property. No rights are granted to the either party under any patents, copyrights, trade secrets, or other property rights of the other party, except as may be expressly agreed to in writing. |
| 19.4 | Co-operation. The Supplier shall reasonably cooperate with GEHC to secure any intellectual property rights to GEHC Property developed under this Agreement by, for example, assisting in the filing and prosecution of patent applications, and executing such documents as GEHC may reasonably request, and at GEHC’s expense. |
| 20.1 | All notices required under this Agreement shall be in writing and in English or accompanied by a properly prepared translation into English and shall be sufficiently served if delivered by hand (including by courier) or if sent by pre-paid first class post or recorded delivery, or pre-paid air mail (requiring signature on delivery). |
| 20.2 | In all cases notices shall be delivered to the respective Parties at the addresses specified in Attachment B or such other address as that party may notify to the other, in accordance with the provisions of this clause, any such change to take effect five (5) Business Days after the notice is deemed to have been received or, if later, on the date specified in that notice. |
| 20.3 | A notice shall be deemed to have been received: |
| a. | if delivered by hand (including by courier), at the time of delivery; |
| b. | in the case of pre-paid first class post or registered mail, 9.00am two Business Days after the date of posting |
| c. | in the case of pre-paid airmail, 9.00am four Business Days after the date of posting. |
| 20.4 | For the purposes of this clause: |
| a. | all times are to be read as local time in the place of deemed receipt; and |
| b. | if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to have been received when business next starts in the place of receipt. |
| 20.5 | For the avoidance of doubt, notices under this Agreement may not be served by fax or email, unless the Parties agree at the time of service. |
| 20.6 | The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. |
| 21.1 | Arbitration – The Parties will attempt to resolve any dispute, controversy or claim relating to this Agreement through good faith negotiations, within forty-five (45) days, failing which the dispute may be submitted by either party for arbitration in accordance with the American Arbitration Association, which Rules are deemed to be incorporated by reference into this clause. The tribunal shall consist of one arbitrator, and the seat of the arbitration shall be in New York. The language of the arbitration shall be English, if requested by either Party. The cost of the arbitration will be shared equally by the Parties. The arbitrator will have the authority to apportion liability between the Parties, but will not have the authority to award any damages or remedies not available under the express terms of this Agreement. With regards to any action for breach of confidentiality or intellectual property obligations, nothing in this section shall preclude either party from seeking interim equitable relief but such request shall not be deemed a waiver of the obligation to arbitrate hereunder. |
| 22. | Business Contingency Planning |
| 22.1 | Business Contingency Plan. Upon GEHC’s request, the Supplier shall provide to GEHC a Business Contingency Plan that outlines the Supplier’s internal contingency arrangements to ensure GEHC continuity of supply if the Supplier or any of the Supplier’s suppliers are unable to provide Products or components to such Products to GEHC. |
| 23. | Insurance and Liability |
| 23.1 | Insurance Each party undertakes to maintain a comprehensive liability insurance policy with a reputable insurer including cover for commercial general liability and product liability on terms customary to the business. Such insurance shall be for an insured sum of not less than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] and each party shall supply the other with a Certificate of Insurance evidencing such coverage. |
| 23.2 | Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, LOSS OF USE, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| 23.3 | No exclusion Nothing in this Agreement, including in 23.2, limits or excludes the liability of either party for death or personal injury caused by the negligence of its employees, or for fraud, or shall be deemed to limit either party’s indemnity obligations. |
| 24.1 | Independent Contractor. The relationship of the Parties hereunder shall be that of independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or similar relationship between the Parties, and no party shall be deemed to be an agent of the other party. The Supplier shall indemnify, defend, and hold harmless GEHC from and against any and all claims by the Supplier’s employees, contractors, or subcontractors regarding entitlement to any compensation or benefits from GEHC or that GEHC was for any purpose their employer or co-employer, including any claim for taxes or related penalties. |
| 24.2 | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York without regard to its conflicts of law principles. In the event of any issues arising that supersedes arbitration, the federal or state courts of New York shall have exclusive jurisdiction thereto. |
| a. | The obligations of either party hereunder shall be excused or suspended to the extent performance is prevented or delayed by any future condition, which (i) is beyond the reasonable control, and without the fault or negligence, of the party affected thereby, (ii) was not foreseeable by such party at the time this Agreement was entered into, and (iii) could not have been prevented by such party taking reasonable steps. Such conditions shall include, but not be limited to, war mobilisation, riots, fire, explosion, flood, insurrection, embargo, currency restriction, and acts or omissions of governments in their sovereign capacity. |
| b. | The party invoking relief hereunder, shall, within thirty (30) days after commencement of the condition there mentioned, give written notice thereof and of the anticipated consequences thereof, to the other party. |
| c. | In the event of any such condition, the Party affected thereby shall take all reasonable measures to mitigate and minimise the effect of the condition, and to resume as promptly as possible the diligent performance of its obligations under this Agreement, however GEHC shall be permitted during such time to acquire substitute or replacement items from one or more alternative sources. If the delay lasts more than sixty (60) days GEHC may terminate this Agreement and any applicable Purchase Orders. |
| d. | Notwithstanding anything in this Agreement to the contrary, no delay or failure of a party to perform its obligations hereunder shall be excused if and to the extent that it is caused by labour problems of such party, such as strikes. |
| 24.4 | Assignment. This Agreement is personal to the Parties and no party shall without the prior written consent of the other party, assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this Agreement or any part of it, or purport to do any of the same. Any such action shall be declared null and void. No party shall sub-contract or delegate in any manner any or all of its obligations under this Agreement to a third party or agent without the other party’s written consent. |
| 24.5 | Notwithstanding clause 24.4, either party may assign its rights and obligations under this Agreement without the other’s consent: (i) to an Affiliate; or (ii) incidental to the transfer of all or substantially all of its business or that part to which this Agreement relates. |
| 24.6 | This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors, and permitted assigns. |
| 24.7 | Publicity. The Supplier shall not issue any press release or announcement, use any of GEHC’s products or its name, logos or trademarks in promotional activity, or otherwise publicly announce or comment on this Agreement without GEHC prior written consent. |
| 24.8 | Amendment; Waiver; Survival. This Agreement may be modified only by a writing signed by both Parties. Any failure to enforce any provision of this Agreement is not a waiver of that provision or of either party’s right to later enforce each and every provision. The terms of this Agreement that by their nature are intended to survive its expiration will continue in full force and effect after its expiration. |
| 24.9 | Severability. If any provision of this Agreement is determined to be legally unenforceable or invalid, it shall not affect the validity or enforceability of the remainder of the Agreement, and the remaining provisions will continue in full force and effect. The Parties will substitute a provision that most closely approximates the economic intent of the invalid provision. |
| 24.10 | Battle of the Forms This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. Any Orders placed under this Agreement shall be solely governed by the terms and conditions of this Agreement. No general terms and conditions of either party referred to in purchase orders, order confirmations or elsewhere shall apply, unless expressly agreed in writing. |
| 24.11 | Interpretation. In this Agreement, reference to a clause, section or Attachment are, except where otherwise stated, a reference to an Attachment of this Agreement and a clause or section of the relevant Attachment. Clause, section or Attachment headings in this Agreement and any descriptive notes in brackets are for convenience only and shall not affect the construction or interpretation of this Agreement. References to the words "include(s)" or "including" shall be construed without limitation to the generality of the preceding words. Unless the context otherwise requires, references to the singular include the plural and vice versa, references to any gender include all other genders and references to “persons” shall include individuals, bodies corporate, unincorporated associations, businesses and partnerships. Any reference to a day shall be to a calendar day unless specified otherwise. Any reference to a Business Day shall mean any day which is not a Saturday, Sunday or public holiday in the country in which GEHC or its relevant Affiliate or the Supplier is situated unless specified otherwise. |
| 24.12 | Rights of Third Parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999to enforce any term of this Agreement, other than GEHC Affiliates where they are permitted to purchase Products pursuant to the terms of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. |
Attachment D
Supplier Integrity, Business Conduct, and Compliance Requirements
[Omitted]
Attachment E
Quality Assurance Agreement [PMQR]
[Omitted]
Attachment F
Documentation requirements
[Omitted]
Attachment G
Aminobisamide Packaging Specifications
[Omitted]
