Liability for Recall Costs Sample Clauses

Liability for Recall Costs. If a Recall is necessary for any reason, Supplier and Purchaser shall bear the costs of the Recall in proportion to each Party’s responsibility for the error underlying the Recall. In the event that Supplier is found to be liable for some or all of the Recall costs, Purchaser, at its sole discretion, may: (i) withhold from Supplier any invoiced amounts or other amounts payable to Supplier to cover such costs, or (ii) receive credit from Supplier to cover all such costs, or (iii) receive payment in full of Supplier’s portion of Recall costs. Supplier shall be liable for Recall costs associated only with field replacement costs, including manufacturing, testing and shipping costs necessary to replace Recalled product and the transportation costs associated with the return of Recalled product. The cost of replacing API will not be borne by Supplier. Supplier shall be liable only for Recall costs that result from an error or omission by Supplier which occurred during Supplier’s manufacture, labeling, packaging storage (including storage of API) or preparation of Product for shipment, but not for any problem that arose during the storage of Product [ * ], except to the extent such problem is attributable to Supplier’s gross negligence or willful misconduct or its failure to fulfill its obligations under Section 3.8(b).

Liability for Recall Costs. If a recall, product withdrawal or field correction of Product is necessary for any reason, SP and ISTA shall each bear the costs of the recall in proportion to each party's responsibility for the error underlying the recall; provided, however, that SP's maximum cumulative liability under this Agreement for any one recall, product withdrawal or field correction will be [*] (the "Recall Liability Limit"). In the event that SP is found to be liable for some or all of the recall costs, ISTA, at its sole discretion, may: [*]. SP shall be liable only for recall costs that result from an error or omission by SP which occurred during SP's manufacturing, labeling, packaging, storage (including storage of API) or preparation of Product for shipment. SP will not be responsible for recall costs if: (i) finished Product test results indicate that the finished Product does not meet the Specifications, (ii) SP is not responsible to perform finished Product testing, and (iii) a party other than SP is responsible for final release of the Product into commercial or clinical distribution.

Liability for Recall Costs. If a Product recall is necessary for any reason, Vyteris and Ferring will investigate the cause of such recall and will bear the costs of such recall in proportion to the responsibility of each Party for the error necessitating the recall, if the result of an error, or, if not the result of an error, on such other equitable basis to which the Parties shall agree.