Common use of Disposition of Defective Product Clause in Contracts

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 respect to the manufacture and supply of such Products.