Common use of Defective Product Clause in Contracts

Defective Product. (a) MSC will at its expense and at no further cost to ViewRay replace Products that do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure specified in this Section 3.9. ViewRay will notify MSC in writing of any alleged defect of Product, will request a Return Material Authorization (“RMA”) number and will within 30 days of receipt of such RMA number return such Product to MSC freight prepaid and properly insured, along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to an e-mail address provided by MSC, which will initially be [***]. MSC will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses related to the inspection, the cost of the replacement Product (if any), and the cost of the return of such Product to ViewRay (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approval. If ViewRay disputes MSC’s determination that a Product is not defective, the dispute will be discussed and resolved using the procedure provided in Section 10.2.

Defective Product. (a) MSC Tesla will at its expense and at no further cost to ViewRay replace Products that do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure specified in this Section 3.9. ViewRay will notify MSC Tesla in writing of any alleged defect of Product, will request a Return Material Authorization (“RMA”) number and will within 30 days of receipt of such RMA number return such Product to MSC Tesla freight prepaid and properly insured, along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to an e-mail email address provided by MSCTesla, which will initially be [***] with a copy to [***]. MSC Tesla will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject to sub MSC Tesla and/or MSC Tesla availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC Tesla reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC Tesla will notify ViewRay in writing and ViewRay will reimburse MSC Tesla for all reasonable costs and expenses related to the inspection, the cost of the replacement Product (if any), and the cost of the return of such Product to ViewRay (if applicable). ViewRay will only return Products to MSC Tesla with MSCTesla’s prior written approval. If ViewRay disputes MSCTesla’s determination that a Product is not defective, the dispute will be discussed and resolved using the procedure provided in Section 10.2.

Defective Product. (aIf SUPPLIER identifies defective Product(s) MSC during the manufacturing process, pack out or distribution process, SUPPLIER shall notify BUYER Quality Assurance immediately. SUPPLIER shall implement appropriate actions that minimize the possibility that additional defective Products will at its expense and at no further cost be processed or delivered. SUPPLIER shall implement appropriate corrective actions to ViewRay replace prevent reoccurrence of the defect. All corrective actions that affect Products that do not conform are subject to the applicable warranties specified approval by BUYER Quality Assurance. SUPPLIER shall respond to any defective Product as set forth in Section 7.2 during the applicable warranty period specified therein using the procedure specified in this Section 3.914.3 below. ViewRay will notify MSC in writing Within 4 hours of any alleged defect of discovery, SUPPLIER shall use best efforts to implement appropriate containment activity for: (1) all such Product, including WIP, finished goods and component level. SUPPLIER’s containment action shall also include identification by serial number, the manufacturing site for all defective Product and any other appropriate action to minimize the possibility that additional defective Products will request be delivered to pack out, distribution or the customer; (2) shall notify BUYER of all such Product already shipped, including serial number, manufacture date and ship date; and (3) SUPPLIER shall submit the initial written response for short-term corrective action plan. In no event shall the implementation of the foregoing containment activities exceed twenty-four (24) hours of discovery. SUPPLIER further agrees to conduct a Return Material Authorization detailed root-cause failure analysis and to report the failure analysis data and root-cause correction plan to BUYER within a minimum of five (“RMA”5) number and will within 30 working days of receipt of such RMA number return such Product to MSC freight prepaid and properly insured, along with a reasonably detailed statement notification of the claimed defect defective Product. SUPPLIER agrees to preserve and proof of date of purchase. Such notice maintain all data associated with Product and statement may be sent process failure analysis, corrective actions and to an e-mail address provided by MSC, which will initially be [***]. MSC will use Commercially Reasonable Efforts make that data available to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses related to the inspection, the cost of the replacement Product (if any), and the cost of the return of such Product to ViewRay (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approvalBUYER upon request. If ViewRay disputes MSC’s determination that a the defective Product is not defectiveDOA and is situated outside of SUPPLIER’s facilities, then SUPPLIER shall promptly commit the necessary resources to repair the defective Product on-site at SUPPLIER’s facility and at SUPPLIER’s sole expense, including, without limitation, the dispute will be discussed costs of shipping the Product to and resolved using from SUPPLIER’s facility. In addition, SUPPLIER shall comply with BUYER’s closed-loop corrective action process. If the procedure provided Product is DOA, SUPPLIER shall repair or replace the DOA Product in accordance with Section 10.215.1 of the Agreement.

Defective Product. (a) MSC PEKO will at its expense and at no further cost to ViewRay replace Products that by reason of PEKO’s fault or failure to Assemble according to ViewRays plans and specifications do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure specified in this Section 3.9therein. PEKO’s warranties, representations and obligations hereunder include [***] pursuant to ViewRay plans, and specifications and does not [***]. PEKO will pass through to ViewRay all third party warranties with respect to items manufactured by third parties. ViewRay will notify MSC PEKO in writing of any alleged defect of Product, will request a Return Material Authorization (“RMA”) number and will within 30 thirty (30) days of receipt of such RMA number return such Product to MSC PEKO freight prepaid and properly insured, along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to an e-mail email address provided by MSCPEKO, which will initially be [***]. MSC If PEKO agrees that Product is defective by reason of its fault as defined above then PEKO will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject obtained. Alternatively, PEKO may dispatch service personnel to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace inspect the applicable Product componentsin the field, and in such cases will use Commercially Reasonable Efforts to dispatch such personnel to the site of the applicable Product within five (5) days if the Product is not functioning to Specification. ViewRay may also request that PEKO dispatch service personnel to inspect the applicable Product in the field, in which case PEKO will use commercially reasonable efforts to dispatch such personnel within five (5) days after such request. Repair or replacement of defective Products, due to PEKO’s fault will be at PEKO’s expense. In the event that MSC PEKO reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC PEKO will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses related to the inspection[***], the cost of the replacement Product (if any)[***], and the cost of the return of such Product to ViewRay [***] (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approval. If ViewRay disputes MSCPEKO’s determination that a Product is not defective, the dispute will be discussed and resolved using the procedure provided in Section 10.2.

Defective Product. (a) MSC 25.1 Notwithstanding any certificate and/or receipt that may have been issued by or on behalf of Transnet either in South Africa or overseas, Product will be accepted at its expense and the place of delivery or at no further cost to ViewRay replace Products that do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure port of shipment, as specified in this Section 3.9. ViewRay will notify MSC Agreement, only as regards outward condition of packages and Transnet retains the right to reject the Product supplied, on or after arrival at the place to which they are consigned, or after they have been placed in writing use in South Africa, should they be found defective. 25.2 If Product are rejected owing to latent defects becoming apparent during machining operations or other preparation necessary on the part of any alleged defect of ProductTransnet before they can be put into use, will request a Return Material Authorization (“RMA”) number and will within 30 days of receipt of the Supplier shall bear all expenses incurred by Transnet in carrying out such RMA number return necessary operations. 25.3 If such Product to MSC freight prepaid and properly insuredare rejected, along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to Supplier will pay the following costs: a) for Product purchased in South Africa on an e-mail address provided by MSC, which will initially be [***]. MSC will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses related to the inspectionex works basis, the cost of transport from the Supplier’s works in South Africa to the named destination where the Product have been rejected by Transnet, plus handling charges and storage, if leviable; or b) for Product manufactured overseas, the Supplier shall pay all replacement costs including the overseas inland transport cost, freight and insurance charges incurred plus railage or other inland transport costs from the South African port to the place where the Product (have been rejected by Transnet, including handling charges, storage, landing charges, customs duty and surcharges, if any)leviable. 25.4 If Transnet requires rejected Product to be replaced, and the cost Supplier shall, when called upon to do so, arrange prompt replacement of the return Product within the prescribed manufacturing lead times for such Product, as indicated in Schedule 1. 25.5 If Product are found to be defective but the defects are, in the opinion of such Product Transnet, not of so serious a nature as to ViewRay (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approval. If ViewRay disputes MSC’s determination that a Product is not defectivewarrant total rejection of the Product, the dispute will Supplier shall, when called upon to do so, remedy or make good such defects at its own cost, or Transnet may remedy or make good such defects at the request of the Supplier and recover from the Supplier all costs or expenses reasonably incurred by it in doing so. 25.6 Should the Supplier fail, when called upon to remedy or make good such defects within a reasonable time or to request Transnet to do so, Transnet may proceed to remedy or make good such defects and thereafter recover from the Supplier all such costs and expenses as aforementioned. 25.7 Notwithstanding clause 15.8.1, any amount recoverable from the Supplier in terms of this clause may, without prejudice to any other legal remedies available to Transnet, be discussed and resolved using deducted in whole or in part from any monies in the procedure provided in Section 10.2hands of Transnet which are due for payment to the Supplier.

Defective Product. (a) MSC will at its expense and at no further cost to ViewRay replace Products that do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure specified in this Section 3.9. ViewRay will notify MSC in writing of any alleged defect of Product, will request a Return Material Authorization (“RMA”) number and will within 30 days [***] of receipt of such RMA number return such Product to MSC freight prepaid and properly insured[***], along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to an e-mail address provided by MSC, which will initially be [***]. MSC will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured [***] with earliest delivery which can be obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses [***] related to the inspection[***], the cost of the replacement Product (if any)[***], and the cost of the return of such Product to ViewRay [***] (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approval. If ViewRay disputes MSC’s determination that a Product is not defective, the dispute will be discussed and resolved using the procedure provided in Section 10.2.

Defective Product. (a) MSC 28.1 Notwithstanding any certificate and/or receipt that may have been issued by or on behalf of Transnet either in South Africa or overseas, Product will be accepted at its expense and the place of delivery or at no further cost to ViewRay replace Products that do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure port of shipment, as specified in this Section 3.9. ViewRay will notify MSC Agreement, only as regards outward condition of packages and Transnet retains the right to reject the Product supplied, on or after arrival at the place to which they are consigned, or after they have been placed in writing use in South Africa, should they be found defective. 28.2 If Product are rejected owing to latent defects becoming apparent during machining operations or other preparation necessary on the part of any alleged defect of ProductTransnet before they can be put into use, will request a Return Material Authorization (“RMA”) number and will within 30 days of receipt of the Supplier shall bear all expenses incurred by Transnet in carrying out such RMA number return necessary operations. 28.3 If such Product to MSC freight prepaid and properly insuredare rejected, along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to Supplier will pay the following costs: a) for Product purchased in South Africa on an e-mail address provided by MSC, which will initially be [***]. MSC will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses related to the inspectionex works basis, the cost of transport from the Supplier’s works in South Africa to the named destination where the Product have been rejected by Transnet, plus handling charges and storage, if leviable; or b) for Product manufactured overseas, the Supplier shall pay all replacement costs including the overseas inland transport cost, freight and insurance charges incurred plus railage or other inland transport costs from the South African port to the place where the Product (have been rejected by Transnet, including handling charges, storage, landing charges, customs duty and surcharges, if any)leviable. 28.4 If Transnet requires rejected Product to be replaced, and the cost Supplier shall, when called upon to do so, arrange prompt replacement of the return Product within the prescribed manufacturing lead times for such Product, as indicated in Schedule 1. 28.5 If Product are found to be defective but the defects are, in the opinion of such Product Transnet, not of so serious a nature as to ViewRay (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approval. If ViewRay disputes MSC’s determination that a Product is not defectivewarrant total rejection of the Product, the dispute will Supplier shall, when called upon to do so, remedy or make good such defects at its own cost, or Transnet may remedy or make good such defects at the request of the Supplier and recover from the Supplier all costs or expenses reasonably incurred by it in doing so. 28.6 Should the Supplier fail, when called upon to remedy or make good such defects within a reasonable time or to request Transnet to do so, Transnet may proceed to remedy or make good such defects and thereafter recover from the Supplier all such costs and expenses as aforementioned. 28.7 Notwithstanding clause 18.8.1, any amount recoverable from the Supplier in terms of this clause may, without prejudice to any other legal remedies available to Transnet, be discussed and resolved using deducted in whole or in part from any monies in the procedure provided in Section 10.2hands of Transnet which are due for payment to the Supplier.

Defective Product. (a) MSC will at its expense and at no further cost to ViewRay replace Products that do not conform to the applicable warranties specified in Section 7.2 during the applicable warranty period specified therein using the procedure specified in this Section 3.9. ViewRay will notify MSC in writing of any alleged defect of Product, will request a Return Material Authorization (“RMA”) number and will within 30 days of receipt of such RMA number return such Product to MSC freight prepaid and properly insured, along with a reasonably detailed statement of the claimed defect and proof of date of purchase. Such notice and statement may be sent to an e-mail address provided by MSC, which will initially be [***]. MSC will use Commercially Reasonable Efforts to deliver replacement Product to ViewRay or its designated customer freight prepaid and properly insured with earliest delivery which can be obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. obtained subject to sub MSC and/or MSC availability of said parts; provided, that for those Product components that are the subject of Section 3.9(b), ViewRay may elect to use the procedure described in Section 3.9(b) to replace the applicable Product components. In the event that MSC reasonably determines that any allegedly nonconforming Product is in fact not defective (including Product that has been modified, misused, abused or the subject of unauthorized repair), MSC will notify ViewRay in writing and ViewRay will reimburse MSC for all reasonable costs and expenses [***] related to the inspection[***], the cost of the replacement Product (if any)[***], and the cost of the return of such Product to ViewRay [***] (if applicable). ViewRay will only return Products to MSC with MSC’s prior written approval. If ViewRay disputes MSC’s determination that a Product is not defective, the dispute will be discussed and resolved using the procedure provided in Section 10.2.