Exclusive Remedies for Non Conforming Product Sample Clauses

Exclusive Remedies for Non Conforming Product. In the event Xxxxxx agrees, or the independent laboratory determines, that the Batch of Rejected Product is non-conforming as a result of the negligence of Xxxxxx, then Xxxxxx, at Client’s option, shall either (a) at Althea’s expense, and subject to Client, at Client’s expense supplying the replacement Bulk Compound and any other Client-Supplied Components (subject to section 5.3), replace such non-conforming Client Product within [***] from receipt of replacement Bulk Compound from Client, or (b) (i) cancel the invoice and refund or credit any prepayment amounts for Rejected Product or (ii) for Limited Latent Defects, refund or credit (at Client’s option) all amounts paid by Client with respect to such non-conforming Client Product and comply with Section 5.3 below and (c) for Rejected Product count the non-conforming Batches towards Client’s obligations under the applicable Firm Commitment. In such event Xxxxxx shall also reimburse Client for any independent laboratory fees paid by Client under section 5.1(c). In the event such Client Product is determined by the independent laboratory to be conforming, or to be non-conforming other than due to the negligence of or breach of this Agreement by Xxxxxx, then Client shall reimburse Xxxxxx for Althea’s portion of such laboratory’s fees. For clarity and by way of example, if Client Product is non-conforming due to non-conforming Bulk Compound or other Client-Supplied Components or other matters within the responsibilities of Client, then Client will not be entitled to the foregoing remedies to the extent attributable thereto. In the case of replacement Client Product, the due date for the final invoice issued at completion of Production of said non-conforming Batch of Client Product will be extended until the date at which replacement Client Product is released and determined to be conforming by Xxxxxx and Client and all such replacement Client Product shall be subject to all rights and remedies of Client hereunder the same as of such Client Product was being submitted to Client for the first time.

Exclusive Remedies for Non Conforming Product. In the event Xxxxxx agrees, or the independent laboratory or consultant determines, that such Batch is non-conforming as a result of Althea’s (i) negligence, and/or (ii) breach of its obligations hereunder (including without limitation, the obligations as set forth in the Project Scope and Specifications) and Client rejects such Batch, then Xxxxxx, at Client’s request, shall either (i) at Althea’s expense, replace such non-conforming Batch within sixty (60) days from receipt of replacement Bulk Compound from Client at Client’s expense, subject to subsection (g) below, or (ii) refund or credit the Purchase Price of the non-conforming Batch, and in each case Client shall be entitled to the remedy set forth in subsection (g). In such event disposition or disposal of the non-conforming Batch shall be Althea’s responsibility and expense. For clarity, if Xxxxxx does not agree with Client’s claim of nonconformity with the Specifications or cGMP and/or the cause thereof, Client shall not dispose of or transfer the rejected Batch to Xxxxxx until ten (10) days after a final determination is made by a third party laboratory as provided in Section 5.1(c) above that such Batch does not conform due to the negligence or willful misconduct of Xxxxxx or breach by Xxxxxx of its obligations hereunder.