Acceptance; Deficiency Notice; Latent Defect Sample Clauses

Acceptance; Deficiency Notice; Latent Defect. Neurotrope will be deemed to have accepted the Initial Order, and will be deemed to have accepted any Additional Orders unless it has sent to BryoLogyx a Deficiency Notice with respect to the relevant shipment of API within thirty (30) days after Neurotrope’s receipt of such API. If a Defect in API could not reasonably be discovered by Neurotrope within such thirty (30) day period (a “Latent Defect”), then Neurotrope will have the right to reject such API within ten (10) business days after discovering the Latent Defect during the intended useable life of API, provided Neurotrope has given written notice, in commercially reasonable detail as to such Latent Defect, to BryoLogyx within such 10 business day period. Without limiting other remedies available to Neurotrope, BryoLogyx will, at its sole cost and expense, make up the shortage or replace the rejected API, as applicable, by delivering replacement API to Neurotrope within thirty (30) days at no extra charge to Neurotrope. Neurotrope’s actual or deemed acceptance of API will not be construed as limiting any remedies given Neurotrope at law or under this Agreement. Subject to the provisions of this Section 2.5, Neurotrope has the right to reject and return, at the expense of BryoLogyx and for full credit, any portion of any shipment of API which deviates from the Specifications or cGMP, without invalidating the remainder of the order. If BryoLogyx does not agree with Neurotrope’s determination that API is Defective, then the Parties will designate an independent testing laboratory to determine whether the API is Defective, the findings of which will be binding on the Parties, absent manifest error. All costs and expenses of such laboratory testing will be borne by the Party whose position is determined to have been in error, or if the laboratory cannot place the cause of the rejection or defect noticed, then all costs and expenses of such laboratory testing will be borne by the Parties equally. All rejected API will be disposed of pursuant to Applicable Requirements. BryoLogyx will not subcontract, transfer or delegate its performance under this Agreement without Neurotrope’s prior written consent.