Acceptance of Product. (i) ETON may examine and test Product as it sees fit and may reject Product provided hereunder by LM if such Product is defective for any reason, adulterated or misbranded in any manner, or otherwise poses a threat of harm to the public (including, without limitation, by failing to meet the requirements of this Agreement, the Quality Agreement, any Applicable Law, the Specifications or the NDA/ANDA’s requirements) (collectively, a “Product Defect”); provided, however that ETON shall give written notice to LM of its rejection of any Product hereunder, together with appropriate documentation for its decision (a “Rejection Notice”), within fifteen (15) days after ETON’s receipt of shipment of such Product. The Rejection Notice shall specify the grounds for rejection. If such Rejection Notice is not received within fifteen (15) days after ETON’s receipt of any Product, such Product shall be deemed to be accepted by ETON. However, any Product Defect that would not be discoverable upon a reasonable inspection of a Product (a “Hidden Defect”) will not be deemed accepted by ETON at any time. As soon as possible but not exceeding the shelf life of any Product, if either Party becomes aware of a Hidden Defect in such Product, it will, within five (5) business days of becoming aware of such Hidden Defect, notify the other Party in writing about all Product involved (a “Hidden Defect Rejection Notice”). At ETON’s discretion, any Product subject to a Hidden Defect shall be deemed rejected as of the date of any such Hidden Defect Rejection Notice.
(ii) LM may dispute a Rejection Notice or Hidden Defect Rejection Notice by providing written notice to ETON of the dispute within fifteen (15) days after receipt of such Rejection Notice or Hidden Defect Rejection Notice (as applicable), which notice from LM shall specify, in reasonable detail, the grounds for the dispute.
(iii) If a Rejection Notice or Hidden Defect Rejection Notice for any Product is not disputed by LM as set forth in this section or if, in the event of a rejection dispute between the Parties, the contract laboratory referred to below gives a decision in favor of ETON, then:
a. ETON may withhold all payment for the rejected Product;
b. Where payment for the rejected Product has been made, LM will promptly issue a full credit or pay a full refund (as selected by ETON) to ETON for the rejected Product;
c. LM will promptly pay to ETON any and all reasonable out-of- pocket costs and expenses resulting from the ...
Acceptance of Product. Distributor shall inspect each shipment of Products and give Supplier written notice of any defects or damages to any Product or non-conformity with the product specifications or the purchase order within [ * ] business days following the day of receipt of the Products. Any claims relating to defects or damages or non-conformity, that are discoverable without breaking the sterile seal and opening the package, that are not submitted to Supplier in writing within such period shall be deemed to be waived and released, subject to Article 8. If Supplier disagrees with Distributor’s claim that Product delivered to Distributor is non-conforming, the Parties shall first use good faith efforts to settle such dispute within [ * ] days following Supplier’s receipt of notice of non-conformity under this Section 6(i). If they are unable to do so within such time period, the dispute will be resolved by a mutually acceptable independent thirty party laboratory, which will analyze the allegedly non-conforming Product and determine whether such Product conforms with the product specifications and the purchase order. The Parties agree that such laboratory’s determination regarding conformance with the product specification and the purchase order will be final and binding. The Party against whom the third party laboratory finds shall bear all costs of this analysis.
Acceptance of Product. Noosa Hinterland reserves the right to reject any product not complying with any of the above criteria, which are based on the Food Standards Code, relevant dairy legislation and Codes of Practice. Noosa Hinterland values its trading relationship with its Farmers. The purpose of this complaints handling procedure is to resolve any complaints by a party to this Milk Supply Agreement about matters arising under it, as quickly and efficiently as possible. Any complaints arising under this Milk Supply Agreement must, in the case of Noosa Hinterland, in the first instance be referred to Noosa Hinterland Internal Complaints Handling Officers, set out below, for resolution under this complaints handling procedure.
Acceptance of Product. 7.1 Except where the Order sets out an acceptance procedure in respect of particular Products and subject to Clause 8 the acceptance proce- dure/period shall be as set out in the applicable Specific Schedule.
Acceptance of Product. You shall be responsible for examining each shipment of Product(s) to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within five (5) business days of receipt of the shipment, you shall notify us in writing of any shortages, defects or damage which you claim existed at the time of delivery and are not a result of shipping. Within twenty (20) days of receipt of such notice, we will investigate the claim of shortage, defects or damage, and inform you of our findings. If we determine that a shortage, defect or damages existed at the time of delivery and was not a result of shipping, we will promptly deliver replacement Product(s) to you. Unless notice is given as provided in this paragraph, you shall be deemed to have accepted each shipment of Product(s) and to have waived all claims for shortages, defects or damage. LIMITED WARRANTY We warrant that each Product sold by us will not infringe any patents, trade secrets, trademarks, or other intellectual property rights of any third party, and that the Product, when delivered to you, shall be free from defects in materials and workmanship for a period of 360 days after receipt of the Product We makes no warranty (express, implied or statutory) for any Product that are modified or subjected to unusual physical stress, misuse, improper storage or handling, or used in any manner or medical procedure for which the Product(s) are not indicated. We shall promptly replace any Product that fails to meet this limited warranty at the time of delivery. This constitutes our sole liability to end users for breach of the foregoing warranty.
Acceptance of Product. Not later than [***] days after Amylin’s receipt of all Bachem Release Documents, Amylin shall examine the Bachem Release Documents for the Product’s compliance with the Product Specifications and other warranties in Section 8. Amylin may reject any shipment of Product (or part thereof) that does not conform with the Product Specifications or other warranties in Section 8. If Amylin believes that any such shipment does not comply with the Product Specifications or other warranties, or is otherwise deficient, Amylin shall promptly, but not later than [***] days after receipt of all Bachem Release Documents, notify Bachem. Any such notice of rejection shall be in writing and shall indicate the reasons for such rejection. The invoice for any rejected Product shall be cancelled. If no such notice of rejection is received, Amylin shall be deemed to have accepted such shipment upon the expiration of the such [***]-day period. Notwithstanding the foregoing, if there is subsequently found to be a Hidden Defect in any shipment of Product, Amylin and Bachem shall enter into discussions in good faith as to the handling and disposal of the defective shipment, having due regard to where responsibility for such defect lies, with the understanding that Bachem shall be responsible with respect to matters existing prior to delivery of Product to Amylin. After any notice of rejection is given, Amylin shall cooperate with Bachem in determining whether rejection is necessary or justified. Bachem will evaluate process issues and other reasons for such non-compliance. Bachem shall notify Amylin as promptly as reasonably possible whether it accepts Amylin’s basis for any rejection. If Bachem in good faith disagrees with Amylin’s determination that certain Product does not meet the Product Specifications, such Product shall be submitted to a mutually acceptable third party laboratory. Such third party shall determine whether such Product meets the Product Specifications, and the Parties agree that such third party’s determination shall be final and determinative. The party against whom the third party tester rules shall bear all costs of the third party testing. Whether or not Bachem accepts Amylin’s basis for rejection, promptly on receipt of a notice of rejection of Product, Bachem shall replace such rejected Product, at its cost, within [***] ([***]) days. If the third party tester rules that the lot meets Product Specifications and the other warranties in Section 8, Amylin sh...
Acceptance of Product. Client will complete the Acceptance Procedure and determine the acceptability of such Product in accordance with the applicable QAG and notify SBL of the result within the latter of [*] of SBL’s release of Product or Client’s receipt of the Batch Related Documents. Upon Client’s acceptance, SBL will have no liability for such Product once entrusted to the carrier (the Parties shall use good-faith efforts to minimize the time-period between Client’s acceptance and SBL’s delivery to the carrier), except as set forth in Section 5.9.2(a)(iv) regarding Latent Defects. If Client does not reject such Product within the [*] period, the Product will be deemed to have been accepted by Client and SBL will have no liability for such Product once entrusted to the carrier (the Parties shall use good-faith efforts to minimize the time-period between Client’s acceptance and SBL’s delivery to the carrier), except (A) as set forth in Section 5.9.2(a)(iv) regarding Latent Defects or (B) due to a breach of SBL’s obligations with regard to (I) handling or storage or (II) the Specifications insofar as they relate to packaging and shipping.
Acceptance of Product. Customer shall have the right to inspect the Product in a reasonable manner within fifteen (15) days after delivery to final destination. Customer shall promptly give ANP written notice of any material nonconformances within fifteen (15) days of delivery. If Customer fails to provide written notice of any material nonconformance as provided hereunder, the Product shall be deemed to have been accepted, subject to any warranty covering the Product and shall pay for the goods in accordance with the terms of this Agreement.
6.1.1. Customer shall be responsible for and shall pay or reimburse ANP for all taxes, duties, assessments and other governmental charges, however designated, associated only with the purchase of the Product hereunder.
Acceptance of Product. Acceptance shall be presumed conclusively to have occurred seven (7) days following delivery of product to Purchaser, unless the Purchaser’s acceptance of the product has been recorded in writing prior to that date (in which case that earlier date will be the recognized date of acceptance). Purchaser must give written notice of rejection for any products that do not conform to specifications within seven (7) days of delivery to Purchaser. All Products shortages must be reported to Seller within seven (7) days of date of delivery to Purchaser.
Acceptance of Product. Client or Client’s designee will have * days from the Batch Delivery Date to inspect and test samples of the Product, using the testing methods identified in the Product Specifications (unless the Parties mutually agree in writing to any alternative testing methods) and review the Batch Records (the “Inspection Period”), and will give Hovione notice (a “Deficiency Notice”) (i) of any Product that fails to comply with any of warranties of Hovione stated in Section 13.2(a) or that is delivered without a Certificate of Analysis or Bulletin of Analysis, as applicable; (ii) if applicable, of any shortages reconciled against the relevant Purchase Order; and (iii) of any Product that does not comply with the Manufacturing Standards. Such notice shall specify the nature of the Product’s non-compliance. In the event Client fails to provide Hovione with a Deficiency Notice for Batch of Product within the Inspection Period, then such Batch of Product will be deemed to have been accepted by Client. Notwithstanding anything in this Agreement to the contrary, the remedies available to Client under this Section 6 will be extended if Client discovers a latent defect in a Batch of Product within * after the date of delivery of such Batch of Product provided that Client provides a Deficiency Notice to Hovione within * days after Client’s discovery of such latent defect. Nothing in this Section shall be deemed a limitation on Client’s rights and Hovione’s obligations under Section 14.2.
