Defective Toll Materials Sample Clauses

Defective Toll Materials. The following shall apply if NOVARTIS supplies any Toll Materials to SUPPLIER and it is established that such Toll Materials are not in conformity with the Specifications: (a) SUPPLIER shall inform NOVARTIS in case it discovers any non-conformity of any of the Toll Materials with applicable Specifications, such notification to be made promptly upon discovery of such non-conformity. (b) SUPPLIER shall return the non-conforming Toll Materials to NOVARTIS or destroy them, as per NOVARTIS’ written request and instructions and at NOVARTIS’ sole cost and expense. In no event shall SUPPLIER destroy said Toll Materials without NOVARTIS’ prior written consent. (c) Subject to Clause 4.12(d), NOVARTIS shall as soon as reasonably possible replace such defective Toll Materials with Toll Materials meeting the Specifications in accordance with the provisions of this Agreement at NOVARTIS’ cost, including all reasonable, documented costs associated with any testing, return or destruction of the non-conforming Toll Materials. (d) Such Toll Materials shall be replaced at SUPPLIER’s cost (at the Toll Materials Reimbursement Value together with any additional direct fees, including, but not limited to, transportation fees, insurance fees, duty) if it is established that the non-conformity with the Specifications occurred after delivery of the defective Toll Materials to SUPPLIER and is due to any actions, omissions, breach of this Agreement (including the Quality Agreement) or gross negligence of SUPPLIER. In addition, in such case, SUPPLIER shall bear sole responsibility for all reasonable costs associated with any testing, return or destruction of the non-conforming Toll Materials.
Sample 1
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Defective Toll Materials. Where NOVARTIS China determines that such Toll Materials are not in conformity with the Specifications and NOVARTIS China determines that such Deviated Materials are not able to be used in the Manufacture of the Product, such Materials shall be deemed defective (“Defective Toll Materials”): (i) CBMG China shall inform NOVARTIS China in case it discovers any non-conformity of any of the Toll Materials with applicable Specifications, such notification to be made promptly upon discovery of such non-conformity. (ii) CBMG China shall return the Defective Toll Materials to NOVARTIS China on behalf of NOVARTIS Parent or destroy them, as per NOVARTIS’ China’s written request and instructions. In no event shall CBMG China destroy said Toll Materials without NOVARTIS China’s prior written consent. (iii) Subject to Clause 5.11(iv), NOVARTIS Parent shall as soon as reasonably possible replace such Defective Toll Materials with Toll Materials meeting the Specifications in accordance with the provisions of this Agreement. (iv) Such Toll Materials shall be replaced at CBMG China’s cost (at the Toll Materials Reimbursement Value together with any additional direct fees, including, but not limited to, transportation fees, insurance fees, duty) if it is established that the non-conformity with the Specifications occurred after delivery of the Toll Materials to CBMG China or is due to any actions, omissions, breach of this Agreement (including the Quality Agreement) or negligence of CBMG China. In addition, in such case, CBMG China shall bear sole responsibility for all reasonable costs associated with any testing, return or destruction of the Defective Toll Materials.
Sample 1

Related to Defective Toll Materials

  • Defective Products A defective product may be returned to PRECISIONARY INSTRUMENTS within thirty (30) days of the delivery date for a refund of the original purchase price with the following amendments/fees. To return a defective product, please contact our Customer Service Department and follow the Return of Products Instructions below.

  • Defective Product If Client rejects Products under Section 6.1 and the deviation is determined to have arisen from Patheon’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will credit Client’s account for Patheon’s invoice price for the defective Products. If Client previously paid for the defective Products, Patheon will promptly, at Client’s election, either: (i) refund the invoice price for the defective Products; (ii) offset the amount paid against other amounts due to Patheon hereunder; or (iii) replace the Products with conforming Products without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in defective Product will be captured and calculated in the Active Materials Yield under Section 2.2.

  • Review of Materials During the term of this Agreement, Client shall ensure that all prospectuses, statements of additional information, registration statements, proxy statements, reports to shareholders, advertising and sales literature or other materials prepared for distribution to Fund shareholders or the public, which refer to the Subadviser in any way, prepared by employees or agents of Client or its affiliates are consistent with information previously provided by Subadviser. Subadviser shall promptly notify the Client of any changes to information pertaining to the Subadviser and stated in the materials described in this Section 6(g).

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Promotional Materials In the event that the Fund or the Adviser makes available any promotional materials related to the Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain, or will cause to be installed and maintained, pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

  • Quality of Materials and workmanship The Contractor shall ensure that the Construction, Materials and workmanship are in accordance with the requirements specified in this Agreement, Specifications and Standards and Good Industry Practice.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Instructional Materials A. The Board recognizes that appropriate texts, library reference facilities, maps and globes, laboratory equipment, audio-visual equipment, art supplies, athletic equipment, current periodicals, standard tests and questionnaires, computers, and similar materials are the tools of the teaching profession. B. Efforts shall be continued to seek and use instructional materials which reflect the contribution and presence of diverse ethnic and cultural groups. C. 1. Selection of instructional materials for each school shall be made by a committee of teachers chosen by the faculty within that school.

  • Time and Materials If this contract is designated as a Time and Materials contract, invoicing and payment shall be as follows: (a) Consultant shall submit invoices, not more often than once a month during the term of this agreement, based on the cost for work performed in accordance with the Rate Schedule in the Scope of Work and authorized reimbursable expenses incurred prior to the invoice date. Invoices shall contain the following information: (i) Serial identifications of bills, i.e., Xxxx No. 1; (ii) The beginning and ending dates of the billing period; (iii) A summary containing the total contract amount, the amount of prior xxxxxxxx, the total due this period, percentage of work completed, the remaining balance available for all remaining billing periods, and a brief description of work completed during the billing period. (b) City shall make monthly payments, based on such invoices, for satisfactory progress in completion of the Scope of Work, and for authorized reimbursable expenses incurred.

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