Non-Conforming Products. Licensee may not, under any circumstances, (i) sell Licensed Products that have not been approved in accordance with Paragraph 6.3 above or are in any way non-conforming as to style or quality or; (ii) advertise or promote the Trademarks during the sell-off period without Licensor’s prior written approval. The sell off of Licensed Products shall be subject to all of Licensee's obligations hereunder, including, but not limited to royalty payment obligations.
Non-Conforming Products. Any goods that fail to conform to the requirements of the applicable PO, specifications, or this Agreement or that a governmental agency declares are unfit or otherwise unsafe for their intended use or in violation of any Law will be considered non-conforming (“Non-Conforming Products”). Seller will promptly furnish to Buyer all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives that suggest or indicate that any Products, or any ingredient of, or any material included in, any Products, or any packaging or supplies used in connection with any Products, may be Non-Conforming Products.
1. Buyer will have the right to reject any Non-Conforming Products by written notice after Xxxxx discovers the nonconformity, no matter when the discovery occurs. 2. If Seller requests, Xxxxx will either return such rejected Non-Conforming Products to Seller or dispose of same, at Seller’s risk and expense, and Seller will reimburse Buyer for all commercially reasonable charges, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non-Conforming Products.
3. Buyer may require Seller to replace the rejected Non-Conforming Products as soon as possible or terminate the applicable PO pertaining to the Non-Conforming Products for cause pursuant to this Agreement. If payment has already been made for the rejected Non-Conforming Products, then Buyer will be entitled to a credit or refund, at Buyer’s option, of that payment, and Seller will reimburse Buyer for all commercially reasonable charges, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non- Conforming Products.
4. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products remain in Buyer’s possession or control, Seller will reimburse Buyer for the costs incurred in the production of such products along with all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt
5. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products are no longer in Buyer’s possession or control, Buyer will...
Non-Conforming Products. Notwithstanding any other provisions of this Agreement, Duramed shall return to Shire or its designee any Products that do not conform with the Product Specifications at the time of shipment to Duramed, or if Duramed and Shire mutually agree, to dispose of such Products as Shire may direct. Shire shall be responsible for the costs associated with the proper disposal of all such Products not in conformance with the Product Specifications at the time of shipment and shall promptly replace or credit, at the option of Shire, such non-conforming Products.
Non-Conforming Products. In the event that any Licensed Products are, in the judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with first quality workmanship or in strict adherence to the prototypes approved by CKI, CKI shall notify the Licensee thereof in writing, and the Licensee shall promptly initiate corrections or changes to production of such Licensed Product to conform thereto. Where non-conformity is material, substantial or may adversely affect the reputation or prestige or value of the Licensed Mark xx CKI’s business operations, CKI may require that no further sale or shipment of such Licensed Mark xx made until such corrections are made. If Licensed Products as changed do not strictly conform after CKI’s request and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the ‘‘Non-Conforming Products’’) shall be disposed of in a way which shall not reduce the value of the Licensed Mark xx detract from its reputation, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale, or other method reasonably approved by CKI. As noted, CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not consistent with approved quality CONFIDENTIAL TREATMENT standards and the approved prototypes and/or to purchase at the Licensee’s expense any such Licensed Products found in the marketplace. ***
Non-Conforming Products. Customer shall be liable for all reasonable costs and losses in curing, removing, or recovering any Non-Conforming Products, except to the extent that such Non-Conforming Products fail to meet the Specifications due to the negligence or willful misconduct of Company. After such consultation with Customer as may be practical under the circumstances, but otherwise at Company’s sole discretion, Company may attempt to blend the Non-Conforming Products, remove and dispose of the Non-Conforming Products, or, if necessary, recover any Non-Conforming Products from field locations and, except to the extent that such Non-Conforming Products fail to meet the Specifications due to the negligence or willful misconduct of Company, Customer shall reimburse Company for all reasonable costs associated therewith. Except to the extent that such Non-Conforming Products fail to meet the Specifications due to the negligence or willful misconduct of Company, if Customer’s Non-Conforming Products cause any contamination, dilution or other damages to the petroleum products or other commodities of other customers of Company, Customer agrees to indemnify, defend and hold the Company Affiliated Parties harmless from and against any Claims incurred by, or charged against any of the Company Affiliated Parties, as a result of such event and shall be responsible for all costs and liabilities associated with or incurred as a result of such event.
Non-Conforming Products. Notwithstanding any other provisions of this Agreement, Company agrees, if so requested by AAIPharma, to return to AAIPharma any Product(s) that fail to meet Specifications or otherwise to dispose of such Product(s) as AAIPharma may direct, each at AAIPharma’s expense. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Non-Conforming Products. Shipper shall be liable for all reasonable costs and losses in curing, removing, or recovering any Non-Conforming Products, except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier. After such consultation with Shipper as may be practical under the circumstances, but otherwise at Carrier’s sole discretion, Carrier may attempt to blend the Non-Conforming Products, remove and dispose of the Non-Conforming Products, or, if necessary, recover any Non-Conforming Products from field locations and, except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier, Shipper shall reimburse Carrier for all reasonable costs associated therewith. Except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier, if Shipper’s Non-Conforming Products cause any contamination, dilution or other damages to the petroleum products or other commodities of other customers of Carrier, Shipper agrees to indemnify, defend and hold the Carrier Affiliated Parties harmless from and against any Claims incurred by, or charged against any of the Carrier Affiliated Parties, as a result of such event and shall be responsible for all costs and liabilities associated with or incurred as a result of such event.
Non-Conforming Products. The Distributor shall have 30 days after receipt of the Product to inspect the Product for gross visual defects and reject the same. If the Product is rejected, written notice must be given to Diamond no later than 30 days after receipt by the Distributor. The parties within 30 days after rejection will endeavor in good faith negotiations to determine whether or not the Product conforms to Diamond's warranties. If the parties conclude it does conform, it will be treated as conforming in all respects under this Agreement with time requirements to be adjusted to cover the time required by this process. If the parties conclude it does not conform with Diamonds warranties in Section 7.01 (i), at the Distributor's option, (i) Diamond shall be relieved of any obligation to deliver any Product with respect to the non-conforming shipment and in such case Diamond shall credit against future purchases by Distributor the purchase price of such non-conforming Product paid by Distributor together with any shipping costs paid by the Distributor for delivery of such non-conforming Product, or (ii) Diamond shall replace the non-conforming Product with substitute Product which conforms with said warranties, within the time agreed to by both parties, in which case the Distributor shall pay to Diamond amounts in accordance with Section 3 hereof based on the substitute shipment, net of the purchase price and shipping costs, if any, previously paid by Distributor for such non-conforming Products. The nonconforming Product shall become the property of and be returned to Diamond at Diamond's expense. Diamond shall dispose of such Product at its own expense according to all appropriate regulations. The Purchase Price of nonconforming product shall be treated as Minimum Qualified Revenue in the Contract Year the product is ordered for shipment.
Non-Conforming Products. 9.5.1 If (i) the Spacecraft does not meet its weight requirements and (ii) Buyer will be required to pay for additional weight from the launch provider in order to achieve the Specified Operational Lifetime without delaying the placing of the Spacecraft in its orbital location by more than fifteen (15) additional days, then Contractor shall reimburse Buyer for such additional payments up to [********]
9.5.2 Any Preliminary Acceptance or Final Acceptance by Buyer of a Spacecraft that does not conform to the requirements of this Contract (whether or not related to weight) shall not affect the Parties rights and obligations under Paragraph 6.3 ("Incentive Obligations") with respect to the Spacecraft or other deliverable that does not perform to the specifications of this Contract. [***] Filed separately with the Commission pursuant to a request for confidential treatment.
Non-Conforming Products. In the event that any Licensed Product is, in the judgment of Hilfiger, not being manufactured and distributed with the previously approved Quality, Hilfiger will notify Licensee and Licensee must promptly repair or change such Licensed Product to conform thereto. If after Hilfiger's request a Licensed Product as repaired or changed does not strictly conform and conformity cannot be obtained after one (1) resubmission, Licensee may sell the item but only after removing from the item the Trademarks and Labels or may sell the same as a clearly marked Second or irregular. Notwithstanding anything in this Paragraph 6.4 to the contrary, sales of all such products using any of Hilfiger's exclusive designs, whether or not bearing Labels or the Trademarks, will nonetheless be subject to royalty payments pursuant to Article 9. In the event that Hilfiger finds any Licensed Products in the marketplace that, in Hilfiger's judgment, are inconsistent with approved Quality for such Licensed Products at the time of their sale, then Hilfiger will notify Licensee thereof and promptly provide such information with respect thereto as Licensee shall reasonably request. In the event that, after receiving all such information, Licensee fails within ten (10) days to either correct such inconsistencies or remove such Licensed Products from the market, then Hilfiger may, at Licensee's expense, purchase such Licensed Products and bill xxxh costs to Licensee. Licensee must pay all royalties due on sales of nonconforming goods. Hilfiger may require Licensee to recall any Licensed Products not consistent with approved Quality.
