Manufacture and Supply Agreement
Category: 270 Legal Recent Posts, Manufacturing, Supply
MANUFACTURE AND SUPPLY AGREEMENT
THIS MANUFACTURE AND SUPPLY AGREEMENT (the “Agreement”), dated November 13, 2006, is between BIO-RAD LABORATORIES, INC., a Delaware corporation with offices at 1000 Alfred Nobel Drive, Hercules, California 94547 (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC., a Delaware corporation with offices at 6611 Dumbarton Circle, Fremont, California 94555 (“CIPHERGEN”).
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2. Scope of Agreement.
2.1 Supply of PRODUCTS. BIO-RAD agrees to manufacture and sell PRODUCTS to CIPHERGEN as requested by CIPHERGEN. Subject to the terms and conditions of this Agreement, BIO-RAD shall fill CIPHERGEN’s requirements for PRODUCTS, including the manufacture, sale and delivery of PRODUCTS to CIPHERGEN, and CIPHERGEN shall purchase from BIO-RAD CIPHERGEN’s requirements for PRODUCTS.
2.2 Technical Support and Maintenance and Repair Services. With respect to PRODUCTS purchased by CIPHERGEN hereunder, BIO-RAD shall be responsible for providing all applicable warranty service to CIPHERGEN pursuant to Section 6.1, and CIPHERGEN shall be responsible for providing all technical support, warranty, maintenance and repair services to its customers.
3. Purchase and Sale of Products.
3.1 Forecasts. During the term of this Agreement, CIPHERGEN shall provide quarterly, non-binding twelve (12) month rolling forecasts to BIO-RAD, which shall include the quantity and type of PRODUCTS anticipated to be ordered and the anticipated Delivery Date(s). CIPHERGEN may provide revised forecasts to BIO-RAD as necessary to accommodate CIPHERGEN’s changing requirements for PRODUCTS. Forecasts shall be provided to BIO-RAD within ten (10) business days of the end of each calendar quarter. Failure to timely provide forecasts and revisions to forecasts may affect BIO-RAD’s ability to meet CIPHERGEN’s requested Delivery Date(s). If CIPHERGEN places a Purchase Order that exceeds the forecasted amount, BIO-RAD shall use reasonable efforts to fill the Purchase Order, but shall not be liable for failing to supply any amount in excess of the applicable forecast.
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