Common use of Nonconforming Goods Clause in Contracts

Nonconforming Goods. Purchaser, at its option, may reject and return at Seller's risk and expense, or retain and correct, Goods received pursuant to any Order that fail to conform to the requirements of the Order even if the nonconformity does not become apparent to Purchaser until the manufacturing, processing or assembly stage or later. To the extent Purchaser rejects Goods as nonconforming, the quantities under the Order will not be reduced by the quantity of nonconforming Goods unless Purchaser otherwise notifies Seller in writing. Seller shall replace nonconforming Goods with conforming Goods unless otherwise notified in writing by Purchaser, including, without limitation by way of a termination notice from Purchaser under Section 17.A. Nonconforming Goods will be held by Purchaser for disposition in accordance with Seller's written instructions at Seller's risk. Seller's failure to provide written instructions within ten (10) days (or such shorter period as may be commercially reasonable under the circumstances) after notice of nonconformity shall entitle Purchaser, at Purchaser's option, to charge Seller for storage and handling, or to dispose of the Goods without any liability of Purchaser to Seller. Seller shall reimburse Purchaser for (a) any amounts paid by Purchaser on account of the purchase price of any rejected nonconforming Goods, and (b) any costs incurred by Purchaser in connection with the nonconforming Goods, including, but not limited to inspection, sorting, testing, evaluations, storage or rework, within ten (10) days after a debit memo for the costs has been issued by Purchaser. Payment by Purchaser for nonconforming Goods shall not constitute an acceptance, limit or impair Purchaser's right to assert any legal or equitable remedy, or relieve Seller's responsibility for latent defects.

Nonconforming Goods. PurchaserSeller acknowledges that Buyer has no obligation to perform incoming inspections of the goods, and waives any rights to require Buyer to conduct such inspections. Any such inspection performed by Seller shall be without obligation to Buyer. To the extent Xxxxx rejects goods as nonconforming, the quantities under this contract will automatically be reduced unless Buyer otherwise notifies Seller. With the exception of consigned/bailed and/or “indirect” goods (i.e. goods not to be incorporated into Buyer’s products), Seller will not replace quantities so reduced without a new contract or schedule from Buyer. Nonconforming goods will be held by Buyer in accordance with Seller’s instructions at its Seller’s risk. The right to reject nonconforming goods for a refund, repair or exchange, or at Buyer’s sole option, to demand a reduction in price, is available to Buyer however slight the failure to meet the requirements of the contract (and to the extent the law of England and Wales is applicable, Section 15A and Section 30(2A) of the Sale of Goods Act 1979 and Section 5A(1) of the Supply of Goods and Services Act 1982 (as amended) shall not apply) and irrespective of the date of payment therefor. When goods are rejected either in part or in total they may reject and return be returned to Seller only at Seller's risk and expense, or retain and correct, Goods received pursuant to any Order that fail to conform to the requirements of the Order even if the nonconformity does not become apparent to Purchaser until the manufacturing, processing or assembly stage or later. To the extent Purchaser rejects Goods as nonconforming, the quantities under the Order will not be reduced by the quantity of nonconforming Goods unless Purchaser otherwise notifies Seller in writing. Seller shall replace nonconforming Goods with conforming Goods unless otherwise notified in writing by Purchaser, including, without limitation by way of a termination notice from Purchaser under Section 17.A. Nonconforming Goods will be held by Purchaser for disposition in accordance with Seller's written instructions at Seller's risk. Seller's ’s failure to provide written instructions within ten (10) days (10 days, or such shorter period as may be commercially reasonable under the circumstances) , after notice of nonconformity shall entitle PurchaserBuyer, at Purchaser's Buyer’s option, to charge Seller for storage and handling, handling or to dispose of the Goods goods without any liability to Seller. If requested by Xxxxxx, Xxxxx will return samples of Purchaser the defects to Seller, provided adequate routing instructions are prepared and the shipment will be charged to Seller. Seller shall reimburse Purchaser will be responsible for (a) any amounts paid by Purchaser on account of the purchase price of any rejected nonconforming Goods, making traffic arrangements for returns and (b) any costs incurred by Purchaser in connection efforts must be coordinated with the nonconforming Goods, including, but not limited to inspection, sorting, testing, evaluations, storage or rework, within ten (10) days after a debit memo for the costs has been issued by PurchaserXxxxx. Payment by Purchaser for nonconforming Goods goods shall not constitute an acceptanceacceptance of them, limit or impair Purchaser's Buyer’s right to assert any legal or equitable remedyremedy available under applicable law, or relieve Seller's ’s responsibility for latent defects. Any goods (a) determined to be nonconforming by Seller (or its suppliers); (b) rejected by Buyer as nonconforming; or (c) that become obsolete or surplus, will be rendered unusable prior to salvage or disposal by Seller (or its suppliers). Seller will ensure that nonconforming, rejected, obsolete or surplus goods are not sold as service or replacement parts to third parties. Seller will institute appropriate controls with its suppliers to ensure compliance with this Section.

Nonconforming Goods. Purchaser, at its option, may reject and return at Seller's risk and expense, or retain and correct, Goods received 10.1 Owner shall have forty-five days (45) upon receipt of each shipment of Product shipped pursuant to this Agreement in which to examine the goods. If any Order that shipment is found to fail to conform meet the Specifications set forth in Schedule B hereto from any cause occurring prior to the requirements passing of the Order even if the nonconformity does not become apparent to Purchaser until the manufacturing, processing or assembly stage or later. To the extent Purchaser rejects Goods as nonconforming, the quantities under the Order will not be reduced by the quantity of nonconforming Goods unless Purchaser otherwise notifies Seller in writing. Seller shall replace nonconforming Goods with conforming Goods unless otherwise notified in writing by Purchaser, including, without limitation by way of a termination notice from Purchaser under Section 17.A. Nonconforming Goods will be held by Purchaser for disposition risk in accordance with Seller's written instructions at Seller's riskArticle 9, Owner shall immediately inform Manufacturer by a notice in writing setting forth in reasonable detail the bases for such conclusion. Seller's failure to provide written instructions within ten For a period of fifteen (1015) days thereafter, Manufacturer shall have the right [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED 7 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to object to such conclusion, however Manufacturer shall nevertheless supply Owner with conforming Product within sixty (60) days of receipt of such notice from Owner. Manufacturer shall promptly thereafter reimburse Owner the purchase price as well as for all costs, expenses occasioned thereby, including but not limited to any customs duties, fees or such shorter period as may other similar payments otherwise to be commercially reasonable made by Owner in respect of Conforming Product to be furnished under this Article 10, recall expenses for the circumstances) after notice return of nonconformity Product shipped to Owner's customers and related costs and expenses, unless Manufacturer has duly objected to Owner's conclusions in accordance with the foregoing. Manufacturer's liability in respect of goods furnished hereunder shall entitle Purchaser, at Purchaser's option, be limited to charge Seller for storage and handling, or to dispose of the Goods without any liability of Purchaser to Seller. Seller shall reimburse Purchaser for (a) any amounts paid by Purchaser on account of the purchase price of the goods in respect of which damages are claimed. Owner's failure to give notice of any rejected nonconforming Goodsclaim within forty-five (45) days of receipt of each shipment hereunder shall constitute an unqualified acceptance of such goods and a waiver by Owner of any and all claims with respect thereto, and Manufacturer's failure to give notice objecting to Owner's conclusions within fifteen (b) any costs incurred by Purchaser in connection with the nonconforming Goods, including, but not limited to inspection, sorting, testing, evaluations, storage or rework, within ten (1015) days after the receipt of Owner's notice shall constitute agreement with Owner's conclusions. Notwithstanding the foregoing, Manufacturer shall remain liable to Owner for any latent defect that subsequently is discovered to render the Product purchased by Owner unsaleable or for which Owner is obligated to replace Product in the market, if such defect is due to the Manufacturer's failure to meet Specification and/or cGMP and under condition that Owner immediately inform Manufacturer by a debit memo for notice in writing of such defect not later than 20 (twenty) days from the costs has been issued by Purchaserdiscovery. Payment by Purchaser for nonconforming Goods shall not constitute an acceptance, limit or impair Purchaser's right At any time any party may refer any matter under this Article 10 to assert any legal or equitable remedy, or relieve Seller's responsibility for latent defectsarbitration in accordance with Article 15.

Nonconforming Goods. Purchaser, at its option, may reject and return or retain and correct at Seller's risk and expense, or retain and correct, Goods received pursuant to any Order that fail to conform to the requirements of the Order even if the nonconformity does not become apparent to Purchaser until the manufacturing, processing or assembly stage or later. To the extent Purchaser rejects Goods as nonconforming, the quantities under the Order will not be reduced by the quantity of nonconforming Goods unless Purchaser otherwise notifies Seller in writing. Seller shall replace nonconforming Goods with conforming Goods unless otherwise notified in writing by Purchaser, including, without limitation by way of a termination notice from Purchaser under Section 17.A. 18.A. Nonconforming Goods will be held by Purchaser for disposition in accordance with Seller's written instructions at Seller's risk. Seller's failure to provide written instructions within ten (10) days (or such shorter period as may be commercially reasonable under the circumstances) after notice of nonconformity shall entitle Purchaser, at Purchaser's option, to charge Seller for storage and handling, or to dispose of the Goods without any liability of Purchaser to Seller. Seller shall reimburse Purchaser for (a) any amounts paid by Purchaser on account of the purchase price of any rejected nonconforming Goods, and (b) any costs incurred by Purchaser in connection with the nonconforming Goods, including, but not limited to inspection, sorting, testing, evaluations, storage storage, return, disposition, or rework, within ten (10) days after a debit memo for the costs has been issued by Purchaser. Payment by Purchaser for nonconforming Goods shall not constitute an acceptance, limit or impair Purchaser's right to assert any legal or equitable remedy, or relieve Seller's responsibility for latent defects.

Nonconforming Goods. Purchaser, at its option, may reject and return at Seller's risk and expense, or retain and correct, Goods received pursuant Seller acknowledges that Buyer has no obligation to any Order that fail to conform to the requirements perform incoming inspections of the Order even if the nonconformity does not become apparent goods, and waives any rights to Purchaser until the manufacturing, processing or assembly stage or laterrequire Buyer to conduct such inspections. Any such inspection performed by Seller shall be without obligation to Buyer. To the extent Purchaser Xxxxx rejects Goods goods as nonconforming, the quantities under the Order this contract will automatically be reduced unless Buyer otherwise notifies Seller. Except for consigned/bailed and/or indirect (goods not to be incorporated into Buyer’s products) goods, Seller will not be replace quantities so reduced by the quantity of nonconforming Goods unless Purchaser otherwise notifies Seller in writingwithout a new contract or schedule from Buyer. Seller shall replace nonconforming Goods with conforming Goods unless otherwise notified in writing by Purchaser, including, without limitation by way of a termination notice from Purchaser under Section 17.A. Nonconforming Goods goods will be held by Purchaser for disposition Buyer in accordance with Seller's written ’s instructions at Seller's ’s risk. Seller's ’s failure to provide written instructions within ten (10) days (10 days, or such shorter period as may be commercially reasonable under the circumstances) , after notice of nonconformity shall entitle PurchaserBuyer, at Purchaser's Buyer’s option, to charge Seller for storage and handling, handling or to dispose of the Goods goods without any liability of Purchaser to Seller. Seller shall reimburse Purchaser for (a) any amounts paid by Purchaser on account of the purchase price of any rejected nonconforming Goods, and (b) any costs incurred by Purchaser in connection with the nonconforming Goods, including, but not limited to inspection, sorting, testing, evaluations, storage or rework, within ten (10) days after a debit memo for the costs has been issued by Purchaser. Payment by Purchaser for nonconforming Goods goods shall not constitute an acceptanceacceptance of them, limit or impair Purchaser's Xxxxx’s right to assert any legal or equitable remedyremedy available under applicable law, or relieve Seller's ’s responsibility for latent defects. Any goods (a) determined to be nonconforming by Seller (or its suppliers); (b) rejected by Buyer as nonconforming; or (c) that become obsolete or surplus, will be rendered unusable prior to salvage or disposal by Seller (or its suppliers). Seller will ensure that nonconforming, rejected, obsolete or surplus goods are not sold as service or replacement parts to third parties. Seller will institute appropriate controls with its suppliers to ensure compliance with this Section.