Common use of Disposition of Defective Product Clause in Contracts

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. 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 's expense. Whether or not Seller agrees with Purchaser’s 's basis of rejection, Seller shall, at Purchaser’s 's request, use Commercially Reasonable Efforts to promptly replace the rejected Product. Purchaser shall pay the Transfer Price, and, to the extent Purchaser’s '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 '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.