Common use of Non-Conforming Products Clause in Contracts

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 have the right to field correct, withdraw, recall or repurchase such Non-Conforming Products or products from any third party in possession or control of such Non-Conforming Products or products, and Seller will reimburse Buyer for all reasonable costs incurred by Buyer or Buyer’s clients and customers or end users in connection therewith, including all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such Non-Conforming Products or products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt to obtain any salvage value). Upon Xxxxx’s request, Seller will assist Buyer in any or all reasonable aspects of a field correction, withdrawal, recall or repurchase, including developing a plan therefore and preparing and furnishing any required reports, records, and other information. Payment by Buyer shall not be deemed to be acceptance by Buyer of any Products.

Non-Conforming Products. Any goods (a) Endo shall promptly conduct an inspection of the Products delivered by SkyePharma for any visual defect or damage after Endo's receipt of such Product and all associated quality assurance documents, including, without limitation, the certificate of analysis. Endo shall have [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission] upon such receipt to give SkyePharma written notice of rejection of such shipment of Products to the extent Endo determines that the Products fail to conform with any warranty or Specifications set forth herein following its visual inspection. Any rejection notice given hereunder shall specify the manner in which the Product fails to the requirements meet such warranty or Specifications. (b) If it is determined by agreement of the applicable PO, specifications, or this Agreement or that a governmental agency declares are unfit or otherwise unsafe for their intended use Parties (or in violation the absence of any Law will be considered agreement of the Parties, in accordance with the dispute resolution set forth in Article IX of the Quality Agreement) that the Product is non-conforming, then SkyePharma shall credit Endo's account for the price invoiced for such non-conforming Product, together with all out-of-pocket expenses (“Non-Conforming Products”). Seller will promptly furnish to Buyer including, without limitation, all information shipping and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or noticesinsurance charges) 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 associated 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 purchase and 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 AgreementProduct. If payment therefor has already previously been made for the rejected Non-Conforming Productsby Endo, then Buyer will be entitled to a credit or refundSkyePharma shall, at Buyer’s Endo's option, (x) pay Endo the amount of that paymentsuch credit, and Seller will reimburse Buyer for all commercially reasonable charges(y) offset the amount thereof against other amounts then due SkyePharma hereunder, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non- Conforming Products(z) replace such nonconforming Product with conforming Product at no additional cost to Endo. 4. If Buyer has incorporated (c) Except as set forth in 13.2, if Endo does not provide SkyePharma with any rejected Non-Conforming Products into any productswritten notice of rejection within such [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission] period, 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 have the right to field correct, withdraw, recall or repurchase such Non-Conforming Products or products from any third party in possession or control of such Non-Conforming Products or products, and Seller will reimburse Buyer for all reasonable costs incurred by Buyer or Buyer’s clients and customers or end users in connection therewith, including all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such Non-Conforming Products or products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt to obtain any salvage value). Upon Xxxxx’s request, Seller will assist Buyer in any or all reasonable aspects of a field correction, withdrawal, recall or repurchase, including developing a plan therefore and preparing and furnishing any required reports, records, and other information. Payment by Buyer Endo shall not be deemed to be acceptance by Buyer of any Productshave accepted and released the Product.

Non-Conforming Products. Any goods (a) Supplier will notify Buyer immediately after it becomes aware that fail to any of the Products do not conform to the warranties in Section 5 or other Contract 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 defective. If non-conforming or defective Products are shipped to and rejected by Xxxxx, the quantities under the Contract will be reduced unless Buyer otherwise notifies Supplier, and Supplier may not replace rejected Products without a new Release or other written direction from Buyer. (“Non-Conforming Products”). Seller will promptly furnish b) In addition to the other remedies available to Buyer all information and copies of all documents (including any complaints, inquiries, test for non-conforming or inspection results, internal reviews, warnings, declarations or notices) that Seller receives that suggest or indicate that any defective Products, Buyer may (1) return any non-conforming 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 defective 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 SellerSupplier’s risk and expenseexpense for credit at the full invoice price plus transportation charges, including transportation from Buyer’s customer, (2) require Supplier to replace non- conforming or defective Products, (3) correct non- conforming or defective Products, (4) require Supplier to correct non-conforming or defective Products or processes and notify Buyer of the corrective actions taken, (5) implement or require Supplier to implement containment, inspection, sorting, and Seller will reimburse Buyer for all commercially reasonable charges, expenses other quality assurance procedures at Supplier’s plant 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 optionor its customers’ facilities, 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 and/or (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 have the right to field correct, withdraw, recall or repurchase such Non-Conforming Products or products 6) recover from any third party in possession or control of such Non-Conforming Products or products, and Seller will reimburse Buyer for Supplier all reasonable costs and expenses incurred by Buyer or Buyer’s clients and its customers as a result of the non-conforming or end users defective Products or the actions authorized in connection therewiththis Section 6.2. Supplier may use temporary employees or a third party to implement containment, including all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such Non-Conforming Products or products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt to obtain any salvage value). Upon Xxxxx’s request, Seller will assist Buyer in any or all reasonable aspects of a field correction, withdrawal, recall or repurchase, including developing a plan therefore and preparing and furnishing any required reports, recordssorting, and other information. Payment quality assurance procedures at Supplier’s plant or at Buyer’s plant or its customer’s facilities only with Buyer’s prior approval. (c) In addition to the other remedies available to Buyer for non-conforming or defective Products, Buyer may require Supplier to participate at its expense in any recall or other field service action conducted by Buyer shall not be deemed to be acceptance or its customers based in whole or in part on non-conforming or defective Products, including reimbursing Buyer for administrative, labor, and other expenses incurred by Buyer. Buyer and Supplier will jointly investigate the root cause of any non-conforming or defective Products and decide the reasonable amount of Supplier’s reimbursement costs to Buyer after reviewing the possible effect of non-conforming or defective products provided by other suppliers and the aggregate amount of Buyer’s purchases of Products from Supplier. (d) Payment for non-conforming or defective Products does not constitute acceptance, does not limit or impair Buyer’s right to assert any legal or equitable remedy, and does not relieve Supplier of its responsibility for defects and non-conforming Products, even if Buyer is aware of the non- conformance or defect at the time of payment.