Common use of Independent Testing Clause in Contracts

Independent Testing. If Seller disagrees with Purchaser’s notice of non-compliance as to Product testing Specifications of the Product to the Product Warranty, the Product shall be submitted to an independent third-party laboratory, mutually and reasonably acceptable to both parties, for analytical testing to determine the extent of the Product’s compliance or non-compliance to the Product Warranty. All costs associated with such third-party laboratory testing shall be at Purchaser’s expense, and Purchaser shall be required to pay the Transfer Price and, in the event Purchaser’s Net Sales derive from the sale of such Product, the applicable Gross Profit Split, for all rejected Product (irrespective of whether Seller has replaced such Product), unless Seller agrees with Purchaser’s notice of non-compliance or the tested Product is deemed by such third-party laboratory to be not in compliance with the Product Warranty, in which case all such costs associated with such third-party laboratory testing, including reimbursement of freight and disposition costs, shall be promptly reimbursed by Seller to Purchaser and Purchaser shall not be obligated to pay for such rejected Product and any such payment shall be promptly returned to Purchaser.

Independent Testing. If Seller disagrees with Purchaser’s 's notice of non-compliance as to Product testing Specifications of the Product to the Product Warranty, the Product shall be submitted to an independent third-party laboratory, mutually and reasonably acceptable to both parties, for analytical testing to determine the extent of the Product’s 's compliance or non-compliance to the Product Warranty. All costs associated with such third-party laboratory testing shall be at Purchaser’s 's expense, and Purchaser shall be required to pay the Transfer Price and, in the event Purchaser’s 's Net Sales derive from the sale of such Product, the applicable Gross Profit Split, for all rejected Product (irrespective of whether Seller has replaced such Product), unless Seller agrees with Purchaser’s 's notice of non-compliance or the tested Product is deemed by such third-party laboratory to be not in compliance with the Product Warranty, in which case all such costs associated with such third-party laboratory testing, including reimbursement of freight and disposition costs, shall be promptly reimbursed by Seller to Purchaser and Purchaser shall not be obligated to pay for such rejected Product and any such payment shall be promptly returned to Purchaser.