Disposition of Defective Product. Purchaser shall use Commercially Reasonable Efforts, within 20 days after receipt of any shipment of Product, to notify Seller in writing of the existence and nature of any non-compliance with the Product Warranty observable from a visual inspection. If such notice is not provided within such 20 day period, then all such Product shall be deemed to be accepted by Purchaser; provided, however, that, any such acceptance or deemed acceptance shall not adversely affect any applicable Product Warranty or rights to indemnification. If Purchaser notifies Seller of defective Product, then Seller shall have a reasonable opportunity to inspect such defective Product and provide Purchaser with detailed written instructions to return or dispose of such defective Product at Seller’s expense. Whether or not Seller agrees with Purchaser’s basis of rejection, Seller shall, at Purchaser’s request, use Commercially Reasonable Efforts to promptly replace the rejected Product. Purchaser shall pay the Transfer Price, and, to the extent Purchaser’s Net Sales derive from the sale of such Product, the applicable Gross Profit Split, for any Product shipped by Seller that replaces Product rejected by Purchaser hereunder. In accordance with Section 10.2 below, Purchaser shall not be obligated to pay for any properly rejected Product and any such payment shall be promptly returned to Purchaser if Seller agrees with Purchaser’s notice of non-compliance with respect to such rejected Product or such rejected Product is deemed by the independent third-party laboratory to be not in compliance with the Product Warranty. Purchaser shall not destroy, return or otherwise dispose of the rejected Product until written notification is received from Seller.
Disposition of Defective Product. Delivery of Product by Xxxxxxx to PPD shall constitute a certification by Xxxxxxx that the Product has been tested and has been found to conform fully to the warranties provided in Section 12.01(a). After a delivery of a shipment of any Product to PPD or a PPD designated facility, PPD shall have thirty (30) days, at its option, to examine the Product to determine if it conforms to the warranties provided in Section 12.01(a) and, on the basis of such examination, to accept or reject the shipment. Any shipment of Product which PPD does not reject within the applicable thirty (30) day time period referenced above shall be deemed accepted. Upon acceptance, PPD shall release Xxxxxxx from all claims for non-conformity, except to the extent any failure of any Product to conform with the warranties provided in Section 12.01(a) that does not result from PPD’s negligence, intentional misconduct, failure to comply with Applicable Laws, or failure to comply with any applicable handling specifications established in a written report or similar communication provided to PPD could not have been identified by reasonable visual examination upon delivery, but in no event longer than six (6) months after delivery of Product to PPD (any such failure, a “Latent Defect”), in which event PPD shall not be deemed to have released Xxxxxxx from all claims for non-conformity. If PPD is deemed to have accepted Product in accordance with the third (3rd) sentence of this Section 9.03 and, within six (6) months of delivery of Product to PPD, identifies a Latent Defect with respect to such Product, PPD shall notify Xxxxxxx thereof in writing within fifteen (15) days of becoming aware of such Products’ failure to conform with warranties provided in Section 12.01(a). Upon receipt of PPD’s written rejection of Product or notice of a Latent Defect, PPD and Xxxxxxx will cooperate to exchange information regarding such Products’ failure. Unless Xxxxxxx reasonably objects to any such rejection or identification by PPD within thirty (30) business days of PPD’s notice thereof (in which case such rejection or identification shall be addressed under Section 9.04 below), PPD shall return any such nonconforming Product to Xxxxxxx at Xxxxxxx’x expense and Xxxxxxx shall, as elected by PPD in its sole discretion, (i) supply PPD with replacement Product which conforms fully to the warranties set forth in Section 12.01(a), at no additional cost to PPD, or (ii) refund to PPD all amounts paid to Xxxxxxx with...
Disposition of Defective Product. Without prejudice to any other remedy which Distributor may have, Manufacturer shall replace, at its own cost and expense, including reimbursement of freight and disposition costs (including costs of notifications, rework of materials, additional labor costs and scrap costs) incurred by Distributor, Product that fails to comply with the Specifications or is defective. Distributor shall promptly notify Manufacturer in writing of the existence and nature of any non-compliance or defect which comes to its attention and Manufacturer shall have ten (10) days from receipt of such written notification to inspect such defective Product or provide Distributor with detailed written instructions to return or dispose of such defective Product. Distributor shall have no obligation to pay for any Product that is subject to such claim of non-compliance or defect, unless such claim is resolved in Manufacturer’s favor either pursuant to Section 3.3 or upon mutual agreement between Distributor and Manufacturer. If Manufacturer fails to so inspect or instruct Distributor as to the disposition of such defective Product within ten (10) days after receipt of written notification of non-compliance or defect, Distributor may dispose of such defective Product as it sees fit and Manufacturer shall promptly (a) reimburse Distributor for all direct, out-of-pocket costs incurred by Distributor in respect of such return or disposition, and (b) replace such defective Product at its own cost and expense.
Disposition of Defective Product. Without prejudice to any other remedy which Ethicon may have, Neoprobe shall replace at its own cost and expense, including reimbursement of freight and disposition costs incurred by Ethicon, Products that fail to comply with the Specifications or other warranties made in Article 11. Ethicon shall notify Neoprobe of the existence and nature of any non-compliance or defect which comes to its attention and Neoprobe shall have a reasonable opportunity, [*], to inspect such defective Product and provide Ethicon with detailed written instructions to return or dispose of such defective Product. Ethicon shall [*]. If Neoprobe fails to so inspect and instruct Ethicon as to the disposition of such defective Product, Ethicon may dispose of such defective Product as it sees fit and Neoprobe shall promptly (i) reimburse Ethicon for all direct, out-of-pocket costs incurred by Ethicon in respect of such disposition, and (ii) replace such defective Product at its own cost and expense.
Disposition of Defective Product. (a) Delivery of Products shall not be deemed in itself as constituting acceptance of the Products by Xxxxx. Ortho shall notify Alba of the existence and nature of any non-compliance or defect and Alba shall have a reasonable opportunity to inspect such Defective Product and provide Ortho with detailed written instructions to return or dispose of such Defective Product. At the request and expense of Alba, Xxxxx shall return the Defective Product, or a representative sample thereof to Alba for testing.
(b) Alba shall replace at its own cost and expense (including reimbursement of freight, Raw Materials and disposition costs) all Defective Product. Without limiting the generality of the foregoing, in such case Ortho reserves the right to (i) have Alba manufacture and supply Product on an expedited basis to replace the Defective Product; (ii) have Alba credit Ortho for the amount and value of Defective Product; or (iii) purchase Product or similar product from another manufacturer or supplier. If Xxxx fails to so inspect such Defective Product, Ortho may dispose of the Defective Product as it sees fit and Alba shall promptly (i) reimburse Ortho for all direct, out-of-pocket costs incurred by Ortho in connection with the Defective Product, including without limitation, shipping of the Product and disposition and (ii) replace the Defective Product at its own cost and expense or, at Ortho’s option, issue a credit as provided herein. Ortho shall have no obligation to pay for any Product that is subject to such a claim of non- compliance or defect and Alba shall reimburse Ortho for all direct, out-of-pocket costs incurred by Ortho in connection with such Product, including, without limitation, shipping of Product and disposition costs. Ortho will control the disposition process. Alba shall be liable for any direct losses arising from damage or defect to any product into which such non-compliant or defective Product may be incorporated by Ortho, its Affiliates or any other third party manufacturer of Ortho. The foregoing shall be without prejudice to Xxxxx’s other rights and remedies.
Disposition of Defective Product. Buyer shall notify Supplier of the existence and nature of any non-compliance or defect and Supplier shall have a reasonable opportunity, not to exceed *** from receipt of notification, to inspect such defective Product and provide Buyer with detailed written instructions to return or dispose of such defective Product. Buyer shall have no obligation to pay for any Product that is subject to such a claim of non-compliance or defect. If Supplier fails to so inspect and instruct Buyer as to the disposition of such defective Product, Buyer may dispose of such defective Product as it sees fit and Supplier shall promptly (i) reimburse Buyer for all direct, out-of-pocket costs incurred by Buyer in such disposition, and (ii) replace such defective Product at its own cost and expense.
Disposition of Defective Product. Seller warrants that any Product sold to Purchaser hereunder shall comply in all respects with the Specifications therefor. Seller shall replace at its own cost and expense, including reimbursement of freight and disposition costs incurred by Purchaser, Product that fails to comply with the Specifications. Purchaser shall, within thirty (30) days after receipt of any shipment of Product, notify Seller of the existence and nature of any non-compliance or defect. If such notice is not provided within the thirty (30) day period, then all such Product shall Execution Copy be deemed to be in compliance with this Agreement. If Purchaser notifies Seller within such thirty (30) day period of any defective Products, then Seller shall have a reasonable opportunity, not to exceed thirty (30) days from receipt of notification, to inspect such defective Products and provide Purchaser with detailed written instructions to return or dispose of such defective Products. If Seller fails to instruct Purchaser as to the disposition of such defective Products, Purchaser may dispose of such defective Products as it sees fit.
Disposition of Defective Product. Innovator will replace, at its own cost and expense, including reimbursement of reasonable freight and disposition costs incurred by Sandoz, Product that fails to comply with the Specifications for such Product. Innovator will not, however, replace any Product which fails or ceases, prior to the applicable expiration date, to conform to the Specifications as a result of improper storage or mishandling after delivery thereof to Sandoz. Sandoz will, within [**] days after receipt of any shipment of Product, notify Innovator of the existence and nature of any patent (obvious) non-compliance or defect. If such notice is not provided within the [**] day period, then all such Product will be deemed to be in compliance with this Agreement and Innovator will bear no further responsibility for such Product non-compliance except in accordance with the provisions of Section 8.3. If Sandoz notifies Innovator within such [**] day period of the receipt of defective Product, then, subject to this Article 8, Innovator will have a reasonable opportunity, not to exceed [**] days from the date of notice, to inspect such claimed defective Product and provide Sandoz with detailed written instructions to return or dispose of such defective Product at Innovator’s sole cost and expense. If Innovator fails to instruct Sandoz as to the disposition of such defective Product within [**] days from the date of notice, Sandoz may dispose of such defective Product in accordance with Applicable Law (and at Innovator’s expense).
Disposition of Defective Product. Within thirty (30) days of receipt by Buyer of any shipment of Product hereunder (or if later, within thirty (30) days after discovery of any latent defect by Buyer), Buyer shall inspect such Product and shall notify Seller of any Product that does not comply with the warranty set forth in Section 11.01. At Seller's option, Buyer shall ship the defective Product to Seller, or shall dispose of such Product in accordance with Seller's instructions. Seller shall reimburse the shipping or disposition costs incurred by Buyer. Seller shall replace at its own cost and expense Product that fails to comply with the warranty set forth in Section 11.01 or shall refund the amounts paid by Buyer for such Product, at Seller's option. Such replacement or refund constitutes Buyer's sole remedy, and Seller's sole obligation with respect to such defective Product. Seller shall have a reasonable opportunity, not to exceed fourteen (14) days from receipt of notification from Buyer to inspect such defective Product and provide Buyer with detailed written instructions to return or dispose of such defective Product. Buyer shall have no obligation to pay for any Product that does not comply with the warranty set forth in Section 11.01. If Seller fails to so inspect and instruct Buyer as to the disposition of such defective Product, Buyer may dispose of such defective Product as it sees fit and Seller shall promptly (1) reimburse Buyer for all direct, out-of-pocket costs incurred by Buyer in such disposition (not to exceed $100,000 without Sellers agreement), and (2) replace such defective Product at its own cost and expense. If the cost exceeds $100,000, Seller remains responsible to take back the defective Product.
Disposition of Defective Product. Without prejudice to any other remedy that Buyer may have, Manufacturer shall replace at its own cost and expense, including reimbursement of freight and disposition costs incurred by Buyer, Product that fails to comply with the Specifications or has any such defects, except if such defects or failure to comply with Specifications is due to improper storage or handling by a Designated or Other Carrier, Buyer, Buyers Affiliates, or any customers of the Buyer. Buyer shall notify Manufacturer of the existence and nature of any non-compliance or defect and Manufacturer shall have a reasonable opportunity, not to exceed ten (10) Business Days from receipt of notification, to inspect such defective Product which ten (10) Business Days shall commence as of the date the Manufacturer receives such allegedly defective Product. Buyer shall have no obligation to pay for any Product that is subject to such a claim of non-compliance or defect and Manufacturer shall reimburse Buyer for all direct, out-of-pocket costs incurred by Buyer in connection with such Product, including, without limitation, shipping of the Product and disposition costs, except if such defects or failure to comply with Specifications is due to improper storage or handling by a Designated Carrier, Buyer or any customers of the Buyer. Buyer will control the disposition process. If Manufacturer fails to so inspect such defective Product, Buyer may dispose of such defective Product as it sees fit and Manufacturer shall promptly (1) reimburse Buyer for all direct, out-of-pocket costs incurred by Buyer in connection with such Product, including without limitation, shipping of the Product and disposition and (2) replace such defective Product at its own cost and expense.
