Common use of Acceptance and Rejection of Products Clause in Contracts

Acceptance and Rejection of Products. Upon Company’s receipt of each delivery of Product delivered in accordance with the terms and conditions set forth herein, Company shall inspect such Product for non- conformance, defects and damages as per its Specifications (“Non-conforming Products”) and furnish to Polyzen in a reasonably detailed writing any bona fide claim Company has in connection with such Non-conforming Products within thirty (30) days after its receipt thereof (“Non-conforming Products Notice Period”). Failure to give written notice within the Non-conforming Products Notice Period shall constitute acceptance of Products by Company as delivered, except in the case of latent Non-conforming Products that: (i) would not have been revealed by a timely inspection in accordance with customary and reasonable procedures (“Latent Non-Conforming Products”), and (ii) are the subject of a written notice to Polyzen in reasonable detail within seven (7) business days of Company’s initial knowledge thereof (“Latent Non-conforming Products Notice Period”), provided however that COMPANY shall provide notice of such Latent Non-Conforming Products no later than the shelf-life of the product as defined in the FDA approved Product labeling. If Company submits a claim to Polyzen within the Non-conforming Products Notice Period or the Latent Non-conforming Products Notice Period, as applicable, Polyzen will, promptly upon receipt of such claim, contact Company to discuss and evaluate the validity of such claim. At Polyzen’s sole discretion, it may request that Company deliver to Polyzen a sample of the potentially defective Product for evaluation. If, upon concluding its evaluation of such Product, Polyzen reasonably determines that such Product is Non-conforming Product, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Product. If Polyzen disagrees with Company’s determination that a Product is a defective Non-conforming Product, the parties will first use good faith efforts to settle such dispute within twenty (20) business days of Company’s claim. If the parties are unable to resolve such dispute within such twenty (20)-business day period, such Product shall be submitted to a mutually acceptable third party testing service, which shall determine whether such Product meets the Specifications, and the parties agree that such testing service’s determination shall be final and binding on the parties. The party against whom the testing services rules shall bear all costs of the third party testing service. If the third party testing service determines that the Products are Non-conforming Products, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return of any non-compliant, damaged or defective Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Product. In the event Polyzen becomes aware that any Product supplied may be Non-conforming Products despite quality assurance activities, Polyzen shall immediately notify Company in writing.

Acceptance and Rejection of Products. Upon Company’s receipt of each delivery of Product delivered in accordance with the terms and conditions set forth herein, Company (a) Distributor shall inspect such Product for non- conformance, defects and damages as per its Specifications (“Non-conforming Products”) and furnish to Polyzen in a reasonably detailed writing any bona fide claim Company has in connection with such Non-conforming Products within have thirty (30) days after its receipt thereof (“Non-conforming Products Notice Period”). Failure to give written notice within the Non-conforming Products Notice Period shall constitute acceptance of each shipment of Products by Company as deliveredto determine if such Products conform to the warranties set forth in Section 5.9 and to reject any of such Products that fail to conform to such warranties, except in that any rejection based on any defect or non-conformity that is reasonably observable based on a visual inspection of the case of latent Non-conforming Products that: Product must be submitted to Manufacturer within five (i5) would not have been revealed by a timely inspection in accordance with customary and reasonable procedures (“Latent Non-Conforming Products”), and (ii) are the subject of a written notice to Polyzen in reasonable detail within seven (7) business days of CompanyBusiness Days after Distributor’s initial knowledge thereof (“Latent Non-conforming Products Notice Period”), provided however that COMPANY shall provide notice receipt of such Latent Non-Conforming Products no later than the shelf-life of the product as defined Product. Distributor shall submit any claims for failure to so conform (a “Claim”) in the FDA approved Product labeling. If Company submits a claim writing to Polyzen Manufacturer within the Non-conforming Products Notice Period such thirty (30) day period, or the Latent Non-conforming Products Notice Periodfive (5) Business Day period, as applicable, Polyzen will, promptly upon receipt of such claim, contact Company to discuss and evaluate describing in detail the validity of such claim. At Polyzen’s sole discretion, it may request that Company deliver to Polyzen a sample nonconforming characteristics of the potentially defective Product for evaluation. IfProducts, upon concluding its evaluation accompanied by a true and correct copy of such Product, Polyzen reasonably determines that such Product is Non-conforming Product, Polyzen shall send Company a return material authorization, and at its sole expense, arrange for, and accept from Company, the return results of any Non-conforming Product and ship tests conducted by or at the direction of Distributor thereon. Distributor shall be deemed to Company compliant, non-damaged and non-defective Product as replacement for have accepted any Products if it fails to submit a Claim during such returned Non-conforming Product. If Polyzen disagrees with Company’s determination that a Product is a defective Non-conforming Product, the parties will first use good faith efforts to settle such dispute within twenty thirty (2030) business days of Company’s claim. If the parties are unable to resolve such dispute within such twenty (20)-business day period, such Product or five (5) Business Day period, as applicable. (b) If Distributor submits a Claim and Manufacturer does not agree with the Claim, the Parties shall be submitted submit the Products in question to a mutually acceptable third party one of the three testing servicelaboratories that have the capability of testing the Products, which shall including the capability for testing for impurities, and that have validated test methods, to determine whether they complied with the warranties in Section 5.9. The determination of such Product meets the Specifications, and the parties agree that such testing service’s determination Third Party shall be final and binding on the partiesParties. The party against whom the testing services rules non-prevailing Party shall bear all costs and expenses related to such testing. Distributor shall not dispose of any Product that is subject to a Claim until final resolution of any dispute with respect thereto. Manufacturer shall be deemed to have agreed with a Claim if it fails to give Distributor objection in writing to the third party testing serviceClaim within fifteen (15) Business Days after it receives the Claim. In any event, Manufacturer has sole discretion in determining final lot disposition. (c) If Manufacturer agrees with the third party testing service Claim, or if Manufacturer disagrees with the Claim but an independent Third Party determines under Section 5.10(b) that the Products are Non-conforming Productsin question did not comply with the warranties in Section 5.9, Polyzen then Manufacturer shall send Company a (i) credit Distributor the Invoice Supply Price for the Products in question as promptly as practicable (but in any event within fifteen (15) Business Days following such agreement or determination), (ii) instruct Distributor whether to return material authorizationor destroy the Products in question, and (iii) provide Distributor with replacement Products at its sole expense, arrange for, and accept from Company, the return of any non-compliant, damaged such Invoice Supply Price as promptly as possible following such agreement or defective Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such returned Non-conforming Productdetermination. In the event Polyzen becomes aware that any Product supplied may be Nonaddition, Manufacturer shall pay for (A) all reasonable costs of returning or destroying non-conforming Products despite quality assurance activitiesand shall bear the risk of loss for such Products from the time they leave Distributor’s premises for return delivery or destruction, Polyzen shall immediately notify Company in writingand (B) all freight and insurance costs of sending the replacement Products.