Provision Language
Order and Delivery (page 3)
Under and subject to terms to be agreed in the Definitive Agreement, MISPAS will place a binding order (the “Order”) for seven million nine hundred and ninety–nine thousand eight hundred and seventy five (7,999,875) doses of the Vaccine. Subject to points (i) to (v) below, it is estimated that the Order will be shipped in quarterly will be shipped in quarterly batches starting in second quarter of 2021 according to the “Interim Delivery Schedule” to be presented to MISPAS after the execution of this Binding Term Sheet, subject to the terms of the Confidentiality Agreement executed between Suppliers and the MISPAS executed on October 29th 2020, and considered confidential information as an exception to the obligation to disclose set for in Article 17 of Law No. 200–04 on Free Access to Public Information.
(i) No doses will be shipped prior to the Suppliers receiving Conditional Approval
(ii) If Conditional Approval is received after January 31 2021, but before September 30, 2021, then the Interim Delivery Schedule will shift accordingly and be adjusted accordingly and be adjusted to reflect the delay between January 31 2021 and the date of Conditional Approval (“Adjusted Delivery Schedule”)
(iii) If Conditional Approval is not received by September 30, 2021. Suppliers will have no obligation to deliver against the Adjusted Delivery Schedule.
(iv) If Conditional Approval is received prior to September 30, 2021 and Suppliers are able to manufacture and deliver a certain number of contracted doses, but there is insufficient supply to deliver the full number of contracted doses on the Interim Delivery Schedule or the Adjusted Delivery Schedule, the Suppliers will decide on necessary adjustments based on fair and equitable principles under the then existing circumstances.
(v) If Conditional Approval is received by January 31st 2021, but by September 30th 2021 Suppliers are unable to manufacture or deliver any contracted doses for technical or other reasons, Suppliers will have no obligation to deliver against the Interim Delivery Schedule or the Adjusted Delivery Schedule.
Under no circumstances will the Suppliers be subject to or liable for any late delivery penalties.
Page 2
[…] Even if the Vaccine is successfully developed and obtains regulatory approval or authorization, Suppliers shall have no liability for any failure to deliver doses in accordance with any estimated delivery dates set forth herein other than as set out in the Advance Payment section of the Binding Term Sheet), nor shall any such failure give MISPAS any right to cancel orders for any quantities of Vaccine.