Common use of Inspection; Rejection Clause in Contracts

Inspection; Rejection. a. In the event that Seller delivers defective or non-conforming Goods, Buyer shall have the option to: i) reject the entire lot, ii) perform 100% screening and accept only those Goods found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day of notification by Buyer of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or did not conform to the requirements of this Order, final acceptance shall not be construed as a waiver of any rights Buyer may have with respect to the Goods purchased under this Order, notwithstanding the failure of Buyer to timely inform Seller of such nonconformance. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In (a) Any Devices shipped hereunder shall be received by Amylin subject to inspection and testing by Amylin in accordance with a mutually agreed upon protocol to ensure, to the extent possible, that such Devices meet the Specifications and otherwise comply with the warranties provided in Section 9.7 of this Agreement. Amylin shall be allowed a maximum of forty-five (45) days from the date of receipt of any shipment for inspection and provision of written notice to Lilly of rejection of any portion or all of that shipment (“Inspection Period”). If Amylin does not deliver such written notice to Lilly within such Inspection Period, Amylin shall be deemed to have accepted the shipment, except in the case of Latent Defects. (b) Promptly following notice of rejection, Lilly and Amylin shall mutually determine whether the rejected shipment conformed to the Specifications and warranties and, if the rejected shipment did not so conform, in what ways the rejected shipment did not so conform. If the Parties cannot agree upon such issue by the end of the Inspection Period, then the Executive Director, Global Delivery Services (or any successor position) of Lilly and the Vice President, Product Development (or any successor position) of Amylin shall mutually determine in good faith whether the rejected shipment conformed to the Specifications and warranties, using such further testing procedures as such individuals may agree, including, if such individuals so determine, submitting the rejected items and Specifications to a mutually acceptable, independent laboratory for determination of whether such items conformed to the Specifications and warranties. Amylin shall provide to Lilly any samples of rejected Devices, as Lilly shall reasonably request for the purpose of performing any additional testing pursuant to this Section 5.6. The non-prevailing Party shall bear all reasonable costs of such independent laboratory assessment. (c) If it is determined that the rejected Devices were non-conforming, then Lilly shall replace such Devices as promptly as practicable. Except as set forth in Section 5.7 below, the Actual Manufacturing Cost of the rejected Devices, the Actual Manufacturing Cost of the replacement Devices and Amylin’s costs of return or disposal of rejected, non-conforming Devices shall be included in Cost of Product Sold for purposes of Article 4 of the Collaboration Agreement, unless and to the extent that such costs are a result of Lilly’s gross negligence or willful misconduct, in which event that Seller delivers defective Lilly shall pay or reimburse such costs to Amylin in full. Rejected or non-conforming Goods, Buyer shall have the option to: i) reject the entire lot, ii) perform 100% screening and accept only those Goods found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day of notification by Buyer of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer Devices shall be performed in such a manner returned to Lilly or disposed of, as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested directed by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Order, nor impose responsibility on Buyer thereafterLilly. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or did not conform to the requirements of this Order, final acceptance shall not be construed as a waiver of any rights Buyer may have with respect to the Goods purchased under this Order, notwithstanding the failure of Buyer to timely inform Seller of such nonconformance. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In CareDx shall inspect all the event that Seller delivers defective or nonSupplied Products for obvious physical damage upon receipt thereof, and shall note any such damage, including on a lot-conforming Goods, Buyer shall have the option to: i) reject the entire by-lot basis based on samples from any such lot, ii) perform 100% screening on all accompanying shipping and accept only those Goods found to other carrier documents, and CareDx shall notify Illumina of any such damage within 15 days of receipt by CareDx. Any Supplied Product not rejected within the 15-day period shall be conformingdeemed accepted. To reject a Supplied Product, or iii) rework defective or non-conforming GoodsCareDx shall notify Illumina in writing of its rejection and request a Returned Material Authorization (“RMA”), while retaining all Buyerand shall comply with Illumina’s remedies, including cancelling this Order for default repair and return procedures as provided by Illumina to CareDx, as may be amended by Illumina for all (but a copy of which need only be distributed to all or substantially all) of its customers from time to time but will be commercially reasonable at all times. Within 10 days of receipt of the RMA number, CareDx shall return to Illumina the rejected Supplied Product, freight prepaid, in its original shipping carton with the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree RMA number displayed on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day of notification by Buyer outside of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their dutiescarton. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer Illumina reserves the right to charge refuse to Seller accept any additional cost rejected Supplied Products that do not bear an RMA number on the outside of inspection the carton. Upon receipt by Illumina of properly rejected Supplied Products, Illumina shall, at its option and test when Goods are not ready at expense, either repair or replace the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made returned Supplied Products as promptly as practicable after delivery possible given the applicable Lead Times. Shipment of such repaired or replacement Products to BuyerCareDx shall be at Illumina’s facilityexpense. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full For the avoidance of doubt, non-compliance with all requirements of this OrderIllumina’s repair and return procedures will not limit, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order modify, or subcontract. d. Inspection and test by Buyer condition, or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or did not conform to the requirements of this Order, final acceptance shall not be construed act as a waiver of, Illumina’s obligations under this Subsection (g) unless Illumina provided written notice to CareDx of its non-compliance and CareDx failed to remedy its non-conformance within a reasonable amount of time given the applicable Lead Times. To the extent there is any conflict or inconsistency between this Agreement and the RMA, this Agreement will govern. In addition, any acceptance of such Supplied Products will not, and will not be deemed to, waive or affect any rights Buyer CareDx may have under the warranties for such Supplied Products or any other rights of CareDx with respect to the Goods purchased such Supplied Products under this Order, notwithstanding the failure of Buyer to timely inform Seller of such nonconformanceAgreement or at law or in equity. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In the event that Seller delivers defective or non-conforming Goods, Buyer shall have the option to: i(a) reject the entire lot, ii) perform 100% screening and accept only those Goods found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior inspect each shipment of Product upon receipt to any rework and/or sorting operations verify such shipment's conformity to be performed by Xxxxx. Buyer the relevant Purchase Order, Laws, and Seller will agree on Specifications as of the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operationstime the Product was delivered to Buyer. If Buyer selects options i) determines that any portion or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day all of notification by Buyer any shipment of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or Product did not conform to the requirements Purchase Order as of this Orderthe time it was delivered to Buyer (each non-conforming Product , final acceptance a " Defective Product" ), then Buyer shall not be construed as a waiver entitled to reject such portion or all of any rights shipment of Product that includes Defective Product. Buyer may have with respect shall notify Supplier in writing if the shipment of Product includes Defective Product that existed at the time of the delivery of the Products to Buyer. Such notification shall be made as soon as reasonably practicable after discovery of the Goods purchased under this Ordernonconformity, notwithstanding but not later than thirty (30) days after delivery of the failure Products. Such notice shall: (i) specify the reasons for rejection, and (ii) contain the testing results and methodology used to determined non-conformance of the Defective Product. If Buyer to timely inform Seller of such nonconformance. f. Payment for Goods delivered under this Order does not so reject the Products within thirty (30) days after delivery, Buyer shall not be deemed to constitute have accepted the Products. After notice of rejection is received by Supplier, Buyer shall cooperate with Supplier in determining whether such rejection is justified. Supplier shall notify Buyer as soon as reasonably possible, but not later than thirty (30) days after receipt of the notice from Buyer, whether it accepts Buyer' s basis for rejection. Notwithstanding anything to the contrary, if a portion or all of any shipment of Product has a latent defect that renders such Product a Defective Product prior to the expiry date of such Product and that (a) was not reasonably discoverable within the inspection period specified in this Section 3.2 an acceptance thereof(b) was attributable to Supplier' s manufacture and/or supply and (iii) did not occur after receipt of such Product by Buyer as described in Section 3.2 (each such defect, a " Latent Defect" ), Buyer shall promptly, and in no event more than twenty (20) days after the discovery or notification of such Latent Defect, notify Supplier of such Latent Defect. If Supplier accepts Buyer's determination that the Product is a Defective Product or that the Product contain s a Latent Defect, then Buyer shall be entitled to the remedies set forth in Section 6.4 hereof. If Supplier does not accept Buyer's determination that the Product is a Defective Product or that the Product contains a Latent Defect, and Buyer does not accept Supplier's conclusion, then Supplier and Buyer shall jointly select an independent Third Party to determine whether it conforms to the Purchase Order (the "Third Party Determination"). The Parties agree that the Third Party Determination shall be final. If the Third Party rules that the Product conformed to the Purchase Order as of the time the Product was delivered to Buyer or that the Product does not contain a Latent Defect, as applicable, then Buyer shall be deemed to have accepted the Product at the agreed upon price and Buyer shall bear the cost of the Third Party Determination. If the Third Party rules that the Product does not conform to the Purchase Order at the time the Product was delivered to Buyer or that the Product contains a Latent Defect, then Buyer shall be entitled to the remedies set forth in Section 6.4 hereof and Supplier shall bear the cost of such Third Party Determination. In the event the Product is determined to have a Latent Defect, the Product will be promptly returned to the Supplier by the Buyer.

Inspection; Rejection. a. In Payment for the event that Seller delivers defective or non-conforming Goods, Buyer goods ordered hereunder shall have the option to: i) reject the entire lot, ii) perform 100% screening and accept only those Goods found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all not constitute acceptance thereof. Buyer’s remediesemployees or agents may, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to delivery and upon reasonable notice, at any rework and/or sorting operations reasonable time during Seller’s normal business hours, enter Seller’s premises (or any other location) to be performed by Xxxxxinspect and test the goods, for the purpose of confirming Seller’s compliance with the requirements of the Contract. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) or ii) above, Sellershall, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization furnish or cause to Buyer within one (1) day of notification by Buyer of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractorbe furnished facilities, Seller without additional charge shall provide all reasonable facilities equipment and assistance for reasonably necessary to ensure the safety and convenience of any such inspections. Buyer and/or customer inspectors has the unilateral right to reject goods (or tender thereof) that do not conform strictly to Buyer’s specifications (Novelis applicable Metal Specifications provided upon request) or other requirements set forth in the performance Contract, without waiving Buyer’s right subsequently to reject or revoke acceptance of their dutiessuch goods for any defects. With respect to any nonconforming goods, Buyer may, at any time and in its sole discretion, in addition to any other rights or remedies available to Buyer by law or under the Contract, (i) return any such goods to Seller for reimbursement, credit, replacement, or repair, at Buyer’s direction, or (ii) correct, rework, or repair any such goods with any and all costs and damages associated therewith to be charged to and paid by Seller. Any goods rejected by Xxxxx and returned to Seller will be returned at Seller’s risk and expense, with the cost of damages, repackaging, reshipping, handling, inspection, loading, unloading and any other costs incidental thereto to be paid by Xxxxxx. If goods are rejected by Xxxxx, Seller shall also be responsible for any third party damages resulting from the return of any such goods to Seller for reimbursement, credit, replacement, or repair, or (ii) the correction, reworking, reuse or repair of any such goods. In no event shall the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not testing of any goods, the failure to unduly delay do so, or the work. Buyer reserves the right failure to charge to Seller discover any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller defect or when reinspection other nonconformance before or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither , relieve Seller from full compliance exclusive responsibility for furnishing goods in strict conformance with all Buyer’s specifications and other requirements or impair or waive any right or remedy of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or did not conform to the requirements of this Order, final acceptance shall not be construed as a waiver of any rights Buyer may have with respect to the Goods purchased under this Order, notwithstanding the failure of Buyer to timely inform Seller of such nonconformanceSeller’s performance hereunder. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In Buyer shall inspect the event that Goods within fifteen (15) days of receipt ("Inspection Period"). Xxxxx will be deemed to have accepted the Goods unless it notifies Seller delivers defective in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or non-other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in the Sales Order Acknowledgement; or (ii) product's label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall have the option to: i) reject the entire lot, ii) perform 100% screening and accept only those Goods found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) or ii) above, Sellership, at its own expenseexpense and risk of loss, shall ship conforming replacement the Nonconforming Goods and provide a Return Material Authorization to Buyer within one (1) day of notification by Buyer of the selected option. b. Seller's facility located at Spokane, Washington. If any inspection or test is made by Buyer and/or Seller exercises its customer on the premises of Seller or a lower tier subcontractoroption to replace Nonconforming Goods, Seller without additional charge shall provide all reasonable facilities shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and assistance risk of loss, the replaced Goods to the Delivery Point. Xxxxx acknowledges and agrees that the remedies set forth in this section are Xxxxx's exclusive remedies for the safety and convenience delivery of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Nonconforming Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or did not conform to the requirements of this Order, final acceptance shall not be construed as a waiver of any rights Buyer may have with respect to the Goods purchased under this Order, notwithstanding the failure of Buyer to timely inform Seller of such nonconformance. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In Ascend may inspect the event Product upon receipt to verify its conformity to the relevant Purchase Order as of the time the Product was delivered to Ascend. If Ascend determines that Seller delivers defective or a shipment of the Product does not conform to the Purchase Order as of the time it was delivered to Ascend, then Ascend shall notify Columbia in writing of all non-conforming Goods, Buyer shall have the option to: i) reject the entire lot, ii) perform 100% screening and accept only those Goods found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs conformities that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day of notification by Buyer of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready existed at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejectionof the delivery of the Product to Ascend. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods Such notification shall be made as promptly soon as reasonably practicable after discovery of the nonconformity, but not later than thirty (30) days after delivery to Buyer’s facilityof the Product. Buyer’s failure to inspect or accept or Such notice shall specify the reasons for rejection. If Ascend does not so reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Orderthe Product within thirty (30) days after delivery, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller Ascend shall be kept complete deemed to have accepted the Product. After Ascend accepts the Product, or is deemed to have accepted the Product, it shall have no recourse against Columbia except as set forth in Sections 3.4.5, 4.8, and available this Section 7. After notice of rejection is received by Columbia, Ascend shall cooperate with Columbia in determining whether such rejection is justified. Columbia shall notify Ascend as soon as reasonably possible, but not later than thirty (30) days after receipt of the notice from Ascend, whether it accepts Ascend’s basis for rejection. If Columbia accepts Ascend’s determination that the Product is non-conforming, then Ascend shall be entitled to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof the remedies set forth in Section 7.8 hereof. If Columbia does not relieve Seller from any responsibility regarding defects or other failures accept Ascend’s determination that the Product is non-conforming, and Ascend does not accept Columbia’s conclusion, then Columbia and Ascend shall jointly select an independent third party to meet determine whether it conforms to the Purchase Order. The parties agree that such third party’s determination shall be final. If the third party rules that the Product conformed to the Purchase Order requirements which may be discovered prior to acceptance or during the use as of the Goods. e. Iftime the Product was delivered to Ascend, prior to or then Ascend shall purchase the Product at the time of final acceptance, it was known or should be known by Xxxxx agreed upon price. If the third party rules that said Goods would not or did the Product does not conform to the requirements of this OrderPurchase Order at the time the Product was delivered to Ascend, final acceptance then Ascend shall not be construed as a waiver of any rights Buyer may have with respect entitled to the Goods purchased under this Order, notwithstanding the failure of Buyer to timely inform Seller of such nonconformanceremedies set forth in Section 7.8 hereof. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In Buyer may inspect the event that Seller delivers defective or non-conforming Goods, Buyer shall have shipment of Product upon receipt to verify such shipment’s conformity to the option to: i) reject relevant Purchase Order as of the entire lot, ii) perform 100% screening and accept only those Goods found time the Product was delivered to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) determines that any portion or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day all of notification by Buyer any shipment of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or Product did not conform to the requirements Purchase Order as of this Orderthe time it was delivered to Buyer (each non-conforming Product, final acceptance a “Defective Product”), then Buyer shall not be construed as a waiver entitled to reject such portion or all of any rights shipment of Product that includes Defective Product. Buyer may shall notify Supplier in writing if the shipment of Product includes Defective Product that existed at the time of the delivery of the Products to Buyer. Such notification shall be made as soon as reasonably practicable after discovery of the nonconformity, but not later than thirty (30) days after delivery of the Products. Such notice shall specify the reasons for rejection. If Buyer does not so reject the Products within thirty (30) days after delivery, Buyer shall be deemed to have accepted the Products. After Buyer accepts a Product, or is deemed to have accepted a Product, except with respect to Latent Defects (as defined herein below), Buyer shall have no recourse against Supplier except as set forth in Section 6 hereof. After notice of rejection is received by Supplier, Buyer shall cooperate with Supplier in determining whether such rejection is justified. Supplier shall notify Buyer as soon as reasonably possible, but not later than thirty (30) days after receipt of the Goods purchased under this Ordernotice from Buyer, notwithstanding whether it accepts Buyer’s basis for rejection. Notwithstanding anything to the failure contrary, if a portion or all of Buyer any shipment of Product has a latent defect that renders such Product a Defective Product prior to timely inform Seller the expiry date of such nonconformance. f. Payment for Goods Product and that (a) was not reasonably discoverable within the inspection period specified in this Section 3.2 and (b) was attributable to Supplier’s manufacture and/or supply and (iii) did not occur after receipt of such Product by Buyer as described in Section 3.2 (each such defect, a “Latent Defect”), Buyer shall promptly, and in no event more than twenty (20) days after the discovery or notification of such Latent Defect, notify Supplier of such Latent Defect. If Supplier accepts Buyer’s determination that the Product is a Defective Product or that the Product contains a Latent Defect, then Buyer shall be entitled to the remedies set forth in Section 6.5 hereof. If Supplier does not accept Buyer’s determination that the Product is a Defective Product or that the Product contains a Latent Defect, and Buyer does not accept Supplier’s conclusion, then Supplier and Buyer shall jointly select an independent Third Party to determine whether it conforms to the Purchase Order. The parties agree that such Third Party’s determination shall be final. If the Third Party rules that the Product conformed to the Purchase Order as of the time the Product was delivered under this Order to Buyer or that the Product does not contain a Latent Defect, as applicable, then Buyer shall not be deemed to constitute an acceptance thereofhave accepted the Product at the agreed upon price and Buyer shall bear the cost of such independent Third Party determination. If the Third Party rules that the Product does not conform to the Purchase Order at the time the Product was delivered to Buyer or that the Product contains a Latent Defect, then Buyer shall be entitled to the remedies set forth in Section 6.5 hereof and Supplier shall bear the cost of such independent Third Party determination.

Inspection; Rejection. a. In (a) Any Product shipped hereunder shall be received by Amylin subject to inspection and testing by Amylin in accordance with a mutually agreed upon protocol to ensure, to the event extent possible, that Seller delivers defective such Product meets the applicable Specifications and otherwise complies with the warranties provided in Section 9.7 of this Agreement. Amylin shall be allowed a maximum of forty-five (45) days from the date of receipt of any shipment for inspection and provision of written notice to Lilly of rejection of any portion or all of that shipment (“Inspection Period”). If Amylin does not deliver such written notice to Lilly within such Inspection Period, Amylin shall be deemed to have accepted the shipment, except in the case of Latent Defects. (b) Promptly following notice of rejection, Lilly and Amylin shall mutually determine whether the rejected shipment conformed to the Specifications and warranties and, if the rejected shipment did not so conform, in what ways the rejected shipment did not so conform. If the Parties cannot agree upon such issue by the end of the Inspection Period, then the Executive Director, Global Delivery Services (or any successor position) of Lilly and the Vice President, Product Development (or any successor position) of Amylin shall mutually determine in good faith whether the rejected shipment conformed to the Specifications and warranties, using such further testing procedures as such individuals may agree. Such individuals may submit the rejected items to a mutually acceptable, independent laboratory for determination of whether such items conformed to the Specifications and warranties, if such individuals cannot reach agreement regarding whether the shipment conformed to the Specifications and warranties or such individuals agree that such a submission is appropriate. The non-prevailing Party shall bear all reasonable costs of such independent laboratory assessment. Amylin shall provide to Lilly samples of rejected Product, as Lilly shall reasonably request for the purpose of performing additional testing pursuant to this Section 5.6. (c) If it is determined that the rejected Product was non-conforming, then Lilly shall replace such Product as promptly as reasonably practicable. Amylin shall not have any obligation to pay Lilly for non-conforming Goodsrejected Product and Lilly shall refund to Amylin the amounts paid by Amylin with respect to such Product. Lilly shall reimburse Amylin for Amylin’s cost of return or disposal of rejected, Buyer non-conforming Product. Non-conforming Product shall have be returned to Lilly or disposed of, as directed by Lilly. The remedies specified in this Section 5.6 shall constitute Amylin’s sole and exclusive remedies for Product that is properly rejected for nonconformance pursuant to this Section 5.6, provided that nothing in this Section 5.6 is intended or shall be construed to limit Lilly’s liability under Section 7.2 (Recalls) or 15.1 (Indemnification). (d) Notwithstanding Section 5.6(c) or any other term of this Agreement, Lilly shall not be responsible under this Agreement for the option to: i) reject the entire lot, ii) perform 100% screening and accept only those Goods cost of any Product that is rejected or found to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options defects caused by the actions of a person other than Lilly (e.g., defects caused by (i) any Cartridge or Vial, as applicable, (ii) aboveany components (including Components) provided by Amylin or a Third Party Supplier, Selleror (iii) Products that are defective because they are out of date) or related return or disposal costs, at its own expense, shall ship conforming replacement Goods except as expressly set forth in Sections 4.6(e) and provide a Return Material Authorization to Buyer within one 11.4. (1e) day of notification by Buyer Each of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities rights and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not procedures afforded to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements Amylin under clauses (a) through (c) of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or did not conform to the requirements of this Order, final acceptance shall not be construed as a waiver of any rights Buyer may have Section 5.6 with respect to the Goods purchased under this Orderacceptance and rejection of Products shall be afforded to Lilly with respect to acceptance and rejection of Vials, notwithstanding the failure of Buyer Cartridges and Components sold or provided to timely inform Seller of such nonconformanceLilly hereunder, mutatis mutandis. f. Payment for Goods delivered under this Order shall not be deemed to constitute an acceptance thereof.

Inspection; Rejection. a. In Buyer may inspect the event that Seller delivers defective or non-conforming Goods, Buyer shall have shipment of Product upon receipt to verify such shipment’s conformity to the option to: i) reject relevant Purchase Order as of the entire lot, ii) perform 100% screening and accept only those Goods found time the Product was delivered to be conforming, or iii) rework defective or non-conforming Goods, while retaining all Buyer’s remedies, including cancelling this Order for default as provided for in the Article entitled “Termination for Default”. Buyer will notify Seller prior to any rework and/or sorting operations to be performed by Xxxxx. Buyer and Seller will agree on the costs that Seller will be liable for as a result of Xxxxx’s rework and/or sorting operations. If Buyer selects options i) determines that any portion or ii) above, Seller, at its own expense, shall ship conforming replacement Goods and provide a Return Material Authorization to Buyer within one (1) day all of notification by Buyer any shipment of the selected option. b. If any inspection or test is made by Buyer and/or its customer on the premises of Seller or a lower tier subcontractor, Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and/or customer inspectors in the performance of their duties. In the case of rejection, Buyer shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by Buyer and/or its customer shall be performed in such a manner as not to unduly delay the work. Buyer reserves the right to charge to Seller any additional cost of inspection and test when Goods are not ready at the time such inspection and test was requested by Seller or when reinspection or retest is necessitated by prior rejection. Unless otherwise provided herein, final inspection and acceptance of rejection of Goods shall be made as promptly as practicable after delivery to Buyer’s facility. Buyer’s failure to inspect or accept or reject Goods in a timely manner shall neither relieve Seller from full compliance with all requirements of this Order, nor impose responsibility on Buyer thereafter. c. Seller shall provide and maintain an inspection system acceptable to Buyer covering the Goods hereunder. Records of all test and inspection work by Seller shall be kept complete and available to Buyer and/or its customer for ten (10) years following completion of an order or subcontract. d. Inspection and test by Buyer or its customer of any Goods or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet Order requirements which may be discovered prior to acceptance or during the use of the Goods. e. If, prior to or at the time of final acceptance, it was known or should be known by Xxxxx that said Goods would not or Product did not conform to the requirements Purchase Order as of this Orderthe time it was delivered to Buyer (each non-conforming Product, final acceptance a “Defective Product”), then Buyer shall not be construed as a waiver entitled to reject such portion or all of any rights shipment of Product that includes Defective Product. Buyer may shall notify Supplier in writing if the shipment of Product includes Defective Product that existed at the time of the delivery of the Products to Buyer. Such notification shall be made as soon as reasonably practicable after discovery of the nonconformity, but not later than thirty (30) days after delivery of the Products. Such notice shall specify the reasons for rejection. If Buyer does not so reject the Products within thirty (30) days after delivery, Buyer shall be deemed to have accepted the Products. After Buyer accepts a Product, or is deemed to have accepted a Product, except with respect to Latent Defects (as defined herein below), Buyer shall have no recourse against Supplier except as set forth in Section 6 hereof. After notice of rejection is received by Supplier, Buyer shall cooperate with Supplier in determining whether such rejection is justified. Supplier shall notify Buyer as soon as reasonably possible, but not later than thirty (30) days after receipt of the Goods purchased under this Ordernotice from Buyer, notwithstanding whether it accepts Buyer’s basis for rejection. Notwithstanding anything to the failure contrary, if a portion or all of Buyer any shipment of Product has a latent defect that renders such Product a Defective Product prior to timely inform Seller the expiry date of such nonconformance.Product and that f. Payment for Goods (a) was not reasonably discoverable within the inspection period specified in this Section 3.2 and (b) was attributable to Supplier’s manufacture and/or supply and (iii) did not occur after receipt of such Product by Buyer as described in Section 3.2 (each such defect, a “Latent Defect”), Buyer shall promptly, and in no event more than twenty (20) days after the discovery or notification of such Latent Defect, notify Supplier of such Latent Defect. If Supplier accepts Buyer’s determination that the Product is a Defective Product or that the Product contains a Latent Defect, then Buyer shall be entitled to the remedies set forth in Section 6.5 hereof. If Supplier does not accept Buyer’s determination that the Product is a Defective Product or that the Product contains a Latent Defect, and Buyer does not accept Supplier’s conclusion, then Supplier and Buyer shall jointly select an independent Third Party to determine whether it conforms to the Purchase Order. The parties agree that such Third Party’s determination shall be final. If the Third Party rules that the Product conformed to the Purchase Order as of the time the Product was delivered under this Order to Buyer or that the Product does not contain a Latent Defect, as applicable, then Buyer shall not be deemed to constitute an acceptance thereofhave accepted the Product at the agreed upon price and Buyer shall bear the cost of such independent Third Party determination. If the Third Party rules that the Product does not conform to the Purchase Order at the time the Product was delivered to Buyer or that the Product contains a Latent Defect, then Buyer shall be entitled to the remedies set forth in Section 6.5 hereof and Supplier shall bear the cost of such independent Third Party determination.