Common use of Nonconforming Product Clause in Contracts

Nonconforming Product. If within five (5) days after arrival at customer, Product is found to be out of specification by Gavilon or by an independent laboratory using industry approved analysis and sampling methods (“Nonconforming Product”), such condition will be promptly communicated to Producer. Gavilon will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer. If such Nonconforming Product is not discountable, Producer may replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmed. In the event Producer cannot replace the Nonconforming Product within the five (5) day period, Gavilon shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will be responsible for all direct costs of replacing or disposing of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Price payable by Gavilon will be calculated in the normal manner.

Nonconforming Product. If within five (5) days after arrival at customer, customer Product is are found to be out of specification by Gavilon or by an independent laboratory using industry approved analysis and sampling methods (“Nonconforming Product”), such condition will be promptly communicated to Producer. Gavilon will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer. If such Nonconforming Product is are not discountable, Producer may replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is are nonconforming and that such nonconformance has been confirmed. In the event Producer cannot replace the Nonconforming Product within the five (5) day period, Gavilon shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will be responsible for all direct costs of replacing or disposing of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is are sold by Gavilon at a discount, the Price payable by Gavilon will be calculated in the normal manner.

Nonconforming Product. If within five (5) days after arrival at customer, In the event the Product delivered to Gavilon is found determined to be out of specification nonconforming to the Specifications or otherwise nonconforming in any material respect to any other representation or warranty made by Gavilon or by an independent laboratory using industry approved analysis and sampling methods Producer herein (the “Nonconforming Product”), Gavilon shall notify Producer of Gavilon’s rejection (or Gavilon’s customer’s rejection) of such condition will be promptly communicated to Producer. Gavilon will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain in writing within two (2) Business Days of custody documentationdetermining that such Product is a Nonconforming Product. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer, each at Producer’s sole cost and expense. If such Nonconforming Product is not discountable, Producer may shall replace the Nonconforming Product with an acceptable type and/or quality of Product as soon as reasonably possible, but within five four (54) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmedBusiness Days. In the event Producer cannot replace is unable to ship the replacement for the Nonconforming Product within the five four (54) day periodBusiness Days, Gavilon shall have the option in Gavilon’s sole and absolute discretion to return the Nonconforming Product, withhold payment therefor thereof and purchase replacement Product. Producer will be responsible for all direct the difference in cost between the higher cost replacement Product and the cost of Producer’s Product which is the Nonconforming Product, and the costs of replacing returning or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Purchase Price payable by Gavilon may be reasonably adjusted by Gavilon by the amount of such discount. In the event that the replacement Product costs less than the cost of Producer’s Product which is the Nonconforming Product (after taking into consideration all costs to obtain such replacement Product), Producer will receive a credit for any such gain associated with the replacement Product. In the event that any Product is seized or condemned by any federal or state department or agency for any reason except noncompliance by Gavilon with applicable federal or state requirements for shipping the Product, such seizure or condemnation shall operate as a rejection by Gavilon of the goods seized or condemned, whereupon: (i) unless otherwise agreed by Gavilon, Gavilon shall have no responsibility for selling the Nonconforming Product or returning the Nonconforming Product to Producer, and (ii) title and risk of loss to the Product shall immediately pass to Producer. In the event that any Product is seized or condemned by any federal or state department or agency as set forth in this paragraph, Producer shall be calculated responsible for all costs incurred by Gavilon with regard to handling said Nonconforming Product and Gavilon shall have the right to set off all such amounts in accordance with the normal mannerterms of this Agreement. In the event that Gavilon is directed to dispose of the Nonconforming Products at the direction of any federal or state department or agency, Gavilon shall coordinate with Producer with regard to the same; provided, however, Gavilon shall ultimately be responsible for determining how to comply with such orders and Producer shall ultimately be responsible for all costs arising therefrom.

Nonconforming Product. If within five fifteen (515) days after arrival at customer, Product is found to be out of specification by Gavilon Gavilon, Gavilon’s customer or by an independent laboratory using industry approved analysis and sampling methods (in any such event, “Nonconforming Product”), such condition will be promptly communicated to Producer. Gavilon will provide written notice describing the nonconformity, and provide, if applicable, a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product Nonconforming Product shall be settled pursuant to the NGFA rulesRules (as defined herein). Upon verification of such nonconformance, Gavilon shall, use reasonable commercial efforts to work with Producer will then direct Gavilon with respect to either such Nonconforming Product, which may involve the Parties agreeing that (i) Gavilon shall sell the Nonconforming Product at a discounted price, or (ii) Gavilon shall return the Nonconforming Product to Producer. If such Nonconforming Product is not discountable, and/or (iii) Producer may shall replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmedan agreed-upon period. In the event Gavilon is unable to secure conforming Product from Producer cannot replace in a timely fashion (as determined by Gavilon acting reasonably), Gavilon may withhold amounts owed hereunder as payment for the Nonconforming Product within the five (5) day period, Gavilon shall have the option to return the Nonconforming Product, withhold payment therefor and may purchase replacement Productproduct. Producer will be responsible for all direct costs of replacing or disposing of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Price payable by Gavilon Gavilon, taking into account the discount, will be calculated in the normal manner.

Nonconforming Product. If within five (5) days after arrival at customerCustomer, Product is found to be out of specification by Gavilon or by an independent laboratory using industry approved analysis and sampling methods (“Nonconforming Product”), such condition will be promptly communicated to Producer. Gavilon will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customerCustomer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer. If such Nonconforming Product is not discountable, Producer may replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmed. In the event Producer cannot replace the Nonconforming Product within the five (5) day period, Gavilon shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will be responsible for all direct costs of replacing or disposing of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Price payable by Gavilon will be calculated in the normal manner.

Nonconforming Product. If With respect to any Product shipped to and inventoried at Medtronic, Medtronic shall have the right, within five fifteen (515) days after arrival at customerBusiness Days from receipt, to reject any Product that does not meet the specifications or any Applicable Laws or regulations or that is found otherwise defective. With respect to any Product shipped directly to customer sites, Medtronic shall have the right, until the completion of installation, to reject any Product that does not meet the specifications or any Applicable Laws or regulations or that is otherwise defective. Any such rejection shall be out of specification accomplished by Gavilon a notice from Medtronic identifying and specifying, in reasonable detail, the Product rejected and the reasons for rejection. Any Product rejected by Medtronic shall be made available, on reasonable notice and during normal business hours, for inspection by Xxxxx or by an independent laboratory using industry approved analysis its representatives in a manner consistent with Xxxxx’x return authorization procedures established from time to time and sampling methods (“Nonconforming Product”), such condition will be promptly as previously communicated to ProducerMedtronic. Gavilon Xxxxx will provide a copy replace any rightfully rejected, unused Product free of charge and will indemnify Medtronic for reasonable direct out-of-pocket expenses (including freight and customs clearance, if any) incurred by Medtronic in connection with (a) shipment of replacement Product to the same location and (b) shipment of the certified laboratory report(s) * Portion omitted nonconforming Product back to Xxxxx (if so requested by Xxxxx and then pursuant to request for confidential treatment filed separately Xxxxx’x return authorization approval procedures) Xxxxx will cooperate with the Securities and Exchange Commission. evidencing the Nonconforming Product along Medtronic in working to close of Medtronic CAPA tasks associated with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding any nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer. If such Nonconforming Product is not discountable, Producer may replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmedProduct. In the event Producer cannot replace of a rejection or return of defective Product, Xxxxx shall promptly notify Medtronic of such rejection or return, as the Nonconforming case may be, ship replacement Product within seven (7) days of its receipt of the five (5) day period, Gavilon rejected Product and consult with Medtronic regarding the necessary analysis to be performed by Xxxxx. Xxxxx shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will also be responsible for all direct costs analyzing material, investigating its own processes, and reporting results to Medtronic within a reasonable period (e.g., 30 Business Days). In no event will Xxxxx be responsible for paying Medtronic any indirect or consequential damages arising out of replacing or disposing related to any rejection of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon pursuant to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Price payable by Gavilon will be calculated in the normal mannerthis Section D.2.7.

Nonconforming Product. If within five (5) days after arrival at customer, In the event the Product delivered to Gavilon is found determined to be out of specification nonconforming to the Specifications or otherwise nonconforming in any material respect to any other representation or warranty made by Gavilon or by an independent laboratory using industry approved analysis and sampling methods Producer herein (the “Nonconforming Product”), Gavilon shall notify Producer of Gavilon’s rejection (or Gavilon’s customer’s rejection) of such condition will be promptly communicated to Producer. Gavilon will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain in writing within two (2) Business Days of custody documentationdetermining that such Product is a Nonconforming Product. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer, each at Producer’s sole cost and expense. If such Nonconforming Product is not discountable, Producer may shall replace the Nonconforming Product with an acceptable type and/or quality of Product as soon as reasonably possible, but within five seven (57) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmedBusiness Days. In the event Producer cannot replace is unable to ship the replacement for the Nonconforming Product within the five four (54) day periodBusiness Days, Gavilon shall have the option in Gavilon’s sole and absolute discretion to return the Nonconforming Product, withhold payment therefor thereof and purchase replacement Product. Producer will be responsible for all direct the difference in cost between the higher cost replacement Product and the cost of Producer’s Product which is the Nonconforming Product, and the costs of replacing returning or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Purchase Price payable by Gavilon may be reasonably adjusted by Gavilon by the amount of such discount. In the event that the replacement Product costs less than the cost of Producer’s Product which is the Nonconforming Product (after taking into consideration all costs to obtain such replacement Product), Producer will receive a credit for any such gain associated with the replacement Product. In the event that any Product is seized or condemned by any federal or state department or agency for any reason except noncompliance by Gavilon with applicable federal or state requirements for shipping the Product, such seizure or condemnation shall operate as a rejection by Gavilon of the goods seized or condemned, whereupon: (i) unless otherwise agreed by Gavilon, Gavilon shall have no responsibility for selling the Nonconforming Product or returning the Nonconforming Product to Producer, and (ii) title and risk of loss to the Product shall immediately pass to Producer. In the event that any Product is seized or condemned by any federal or state department or agency as set forth in this paragraph, Producer shall be calculated responsible for all costs incurred by Gavilon with regard to handling said Nonconforming Product and Gavilon shall have the right to set off all such amounts in accordance with the normal mannerterms of this Agreement. In the event that Gavilon is directed to dispose of the Nonconforming Products at the direction of any federal or state department or agency, Gavilon shall coordinate with Producer with regard to the same; provided, however, Gavilon shall ultimately be responsible for determining how to comply with such orders and Producer shall ultimately be responsible for all costs arising therefrom.

Nonconforming Product. If within five (5) days after arrival at customer, In the event the Product delivered to CTG is found determined to be out of specification nonconforming to the Specifications or otherwise nonconforming in any material respect to any other representation or warranty made by Gavilon or by an independent laboratory using industry approved analysis and sampling methods Producer herein (the “Nonconforming Product”), CTG shall notify Producer of CTG’s rejection of such condition will be promptly communicated to ProducerNonconforming Product in writing within two (2) Business Days of determining that such Product is a Nonconforming Product. Gavilon will CTG shall provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentationnonconformity. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon CTG to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer, each at Producer’s sole cost and expense. If such Nonconforming Product is not discountable, Producer may shall replace the Nonconforming Product with an acceptable type and/or quality of Product within five two (52) days Business Days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmednonconforming. In the event Producer cannot is unable to replace the Nonconforming Product within the five said two (52) day period, Gavilon CTG shall have the option in CTG’s sole, absolute and unreviewable discretion to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will be responsible for all direct the difference in cost between the higher cost replacement Product and the cost of Producer’s Product which is the subject of the confirmed order, and the costs of replacing returning or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon CTG to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon CTG at a discount, the Purchase Price payable by Gavilon will CTG may be calculated in reasonably adjusted by CTG by the normal manneramount of such discount and payment shall be made according to this Agreement.

Nonconforming Product. If within five (5) days after arrival at customer, Product is found to be out of specification by Gavilon or by an independent laboratory using industry approved analysis and sampling methods (“Nonconforming Product”), such condition will be promptly communicated to Producer. Gavilon will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer. If such Nonconforming Product is not discountable, Producer may replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmed. In the event Producer cannot replace the Nonconforming Product within the five (5) day period, Gavilon shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will be responsible for all direct costs of replacing or disposing of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Price payable by Gavilon will be calculated in the normal manner.

Nonconforming Product. If within five (5) days after arrival at customer, Product Biodiesel delivered from the Plant is found to be out of specification by Gavilon Purchaser or by an independent laboratory using industry approved ASTM analysis and sampling methods (“Nonconforming Product”)methods, after Delivery, such condition will be promptly immediately communicated to ProducerSeller. Gavilon Purchaser will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commissionevidencing such Nonconforming Product. evidencing the Nonconforming Product along with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer Seller will then direct Gavilon Purchaser to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to ProducerSeller. If such Nonconforming Product is not discountable, Producer Seller may replace the Nonconforming Product with an acceptable type and/or quality of Product Biodiesel within five fifteen (515) days of receipt of written notice that the delivered Product Biodiesel is nonconforming and that such nonconformance has been confirmed. In the event Producer Seller cannot replace the Nonconforming Product within the five fifteen (515) day period, Gavilon Purchaser shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Biodiesel. Purchaser will immediately notify Seller in the event any Biodiesel is not timely accompanied by properly-documented RINs. In the event Seller does not provide such documentation within one (1) business day thereafter, Purchaser shall have the option of returning such Nonconforming Product, withholding payment therefor and purchasing replacement Biodiesel. Producer Seller will be responsible for all direct costs of replacing or and disposing of any Nonconforming Product, including any costs reasonably incurred by Gavilon Purchaser as a result of the Nonconforming Product and/or any unreasonable delay by Producer Seller in obtaining conforming ProductBiodiesel. Such costs may include, without limitation, reasonably incurred storage costs or Storage Costs, Logistics Costs and other costs reasonably incurred by Gavilon Purchaser to return such Nonconforming Product to ProducerSeller. If such Nonconforming Product is sold by Gavilon Purchaser at a discount, the Price payable by Gavilon Purchaser will be calculated in the normal manner.

Nonconforming Product. If within five (5) days after arrival at customer, In the event the Product delivered to Gavilon is found determined to be out of specification nonconforming to the Specifications or otherwise nonconforming in any material respect to any other representation or warranty made by Gavilon or by an independent laboratory using industry approved analysis and sampling methods Producer herein (the “Nonconforming Product”), Gavilon shall notify Producer of Gavilon’s rejection of such condition will be promptly communicated to ProducerNonconforming Product in writing within two (2) Business Days of determining that such Product is a Nonconforming Product. Gavilon will shall provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentationnonconformity. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer, each at Producer’s sole cost and expense. If such Nonconforming Product is not discountable, Producer may shall replace the Nonconforming Product with an acceptable type and/or quality of Product within five two (52) days Business Days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmednonconforming. In the event Producer cannot is unable to replace the Nonconforming Product within the five said two (52) day period, Gavilon shall have the option in Gavilon’s sole, absolute and unreviewable discretion to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will be responsible for all direct the difference in cost between the higher cost replacement Product and the cost of Producer’s Product which is the subject of a Confirmed Order, and the costs of replacing returning or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Purchase Price payable by Gavilon will may be calculated in reasonably adjusted by Gavilon by the normal manneramount of such discount and payment shall be made according to this Agreement.

Nonconforming Product. If within five (5) days after arrival at customer, Product Biodiesel delivered from the Plant is found to be out of specification by Gavilon Purchaser or by an independent laboratory using industry approved analysis and sampling methods (“Nonconforming Product”)laboratory, after Delivery, such condition will be promptly immediately communicated to ProducerSeller. Gavilon Purchaser will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentationProduct. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer Seller will then direct Gavilon Purchaser to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to ProducerSeller. If such Nonconforming Product is not discountable, Producer Seller may replace the Nonconforming Product with an acceptable type and/or quality of Product Biodiesel within five fifteen (515) days of receipt of written notice that the delivered Product Biodiesel is nonconforming and that such nonconformance has been confirmed. In the event Producer Seller cannot replace the Nonconforming Product within the five fifteen (515) day period, Gavilon Purchaser shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement ProductBiodiesel. Producer Seller will be responsible for all direct costs of replacing or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon Purchaser as a result of the Nonconforming Product and/or any unreasonable delay by Producer Seller in obtaining conforming ProductBiodiesel. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon Purchaser to return such Nonconforming Product to ProducerSeller. If such Nonconforming Product is sold by Gavilon Purchaser at a discount, the Price payable by Gavilon Purchaser will be calculated in the normal manner.

Nonconforming Product. If within five (5) days after arrival at customer, Product Biodiesel delivered from the Plant is found to be out of specification by Gavilon Purchaser or by an independent laboratory using industry approved ASTM analysis and sampling methods (“Nonconforming Product”)methods, after Delivery, such condition will be promptly immediately communicated to ProducerSeller. Gavilon Purchaser will provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentationProduct. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer Seller will then direct Gavilon Purchaser to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to ProducerSeller. If such Nonconforming Product is not discountable, Producer Seller may replace the Nonconforming Product with an acceptable type and/or quality of Product Biodiesel within five fifteen (515) days of receipt of written notice that the delivered Product Biodiesel is nonconforming and that such nonconformance has been confirmed. In the event Producer Seller cannot replace the Nonconforming Product within the five fifteen (515) day period, Gavilon Purchaser shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement ProductBiodiesel. Producer Seller will be responsible for all direct costs of replacing or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon Purchaser as a result of the Nonconforming Product and/or any unreasonable delay by Producer Seller in obtaining conforming ProductBiodiesel. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon Purchaser to return such Nonconforming Product to ProducerSeller. If such Nonconforming Product is sold by Gavilon Purchaser at a discount, the Price payable by Gavilon Purchaser will be calculated in the normal manner.

Nonconforming Product. If With respect to any Product shipped to and inventoried at Medtronic, Medtronic shall have the right, within five fifteen (515) days after arrival at customerBusiness Days from receipt, to reject any Product that does not meet the specifications or any Applicable Laws or regulations or that is found otherwise defective. With respect to any Product shipped directly to customer sites, Medtronic shall have the right, until the completion of installation, to reject any Product that does not meet the specifications or any Applicable Laws or regulations or that is otherwise defective. Any such rejection shall be out of specification accomplished by Gavilon a notice from Medtronic identifying and specifying, in reasonable detail, the Product rejected and the reasons for rejection. Any Product rejected by Medtronic shall be made available, on reasonable notice and during normal business hours, for inspection by Mxxxx or by an independent laboratory using industry approved analysis its representatives in a manner consistent with Mxxxx’x return authorization procedures established from time to time and sampling methods (“Nonconforming Product”), such condition will be promptly as previously communicated to ProducerMedtronic. Gavilon Mxxxx will provide a copy replace any rightfully rejected, unused Product free of charge and will indemnify Medtronic for reasonable direct out-of-pocket expenses (including freight and customs clearance, if any) incurred by Medtronic in connection with (a) shipment of replacement Product to the same location and (b) shipment of the certified laboratory report(s) * Portion omitted nonconforming Product back to Mxxxx (if so requested by Mxxxx and then pursuant to request for confidential treatment filed separately Mxxxx’x return authorization approval procedures) Mxxxx will cooperate with the Securities and Exchange Commission. evidencing the Nonconforming Product along Medtronic in working to close of Medtronic CAPA tasks associated with available chain of custody documentation. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding any nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer. If such Nonconforming Product is not discountable, Producer may replace the Nonconforming Product with an acceptable type and/or quality of Product within five (5) days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmedProduct. In the event Producer cannot replace of a rejection or return of defective Product, Mxxxx shall promptly notify Medtronic of such rejection or return, as the Nonconforming case may be, ship replacement Product within seven (7) days of its receipt of the five (5) day period, Gavilon rejected Product and consult with Medtronic regarding the necessary analysis to be performed by Mxxxx. Mxxxx shall have the option to return the Nonconforming Product, withhold payment therefor and purchase replacement Product. Producer will also be responsible for all direct costs analyzing material, investigating its own processes, and reporting results to Medtronic within a reasonable period (e.g., 30 Business Days). In no event will Mxxxx be responsible for paying Medtronic any indirect or consequential damages arising out of replacing or disposing related to any rejection of any Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs or costs reasonably incurred by Gavilon pursuant to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Price payable by Gavilon will be calculated in the normal mannerthis Section D.2.7.

Nonconforming Product. If within five (5) days after arrival at customer, In the event the Product delivered to Gavilon is found determined to be out of specification nonconforming to the Specifications or otherwise nonconforming in any material respect to any other representation or warranty made by Gavilon or by an independent laboratory using industry approved analysis and sampling methods Producer herein (the “Nonconforming Product”), Gavilon shall notify Producer of Gavilon’s rejection (or Gavilon’s customer’s rejection) of such condition will be promptly communicated to ProducerNonconforming Product in writing within two (2) Business Days of determining that such Product is a Nonconforming Product. Gavilon will shall provide a copy of the certified laboratory report(s) * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission. evidencing the Nonconforming Product along with available chain of custody documentationnonconformity. Producer may, within the succeeding five (5) days of receipt of such notice, take steps to refute or verify such nonconformance, including by obtaining an independent certified lab test and by observing conditions at the customer’s site that may impact test results including chain of custody of sample. All disputes regarding nonconforming product shall be settled pursuant to NGFA rules. Upon verification of such nonconformance, Producer will then direct Gavilon to either (i) sell the Nonconforming Product at a discounted price, or (ii) return the Nonconforming Product to Producer, each at Producer’s sole cost and expense. If such Nonconforming Product is not discountable, Producer may shall replace the Nonconforming Product with an acceptable type and/or quality of Product within five two (52) days Business Days of receipt of written notice that the delivered Product is nonconforming and that such nonconformance has been confirmednonconforming. In the event Producer cannot replace is unable to ship the replacement for the Nonconforming Product within the five said two (52) day period, Gavilon shall have the option in Gavilon’s sole, absolute and unreviewable discretion to return the Nonconforming Product, withhold payment therefor thereof and purchase replacement Product. Producer will be responsible for all direct the difference in cost between the higher cost replacement Product and the cost of Producer’s Product which is the subject of the confirmed order, and the costs of replacing returning or disposing of any such Nonconforming Product, including any costs reasonably incurred by Gavilon as a result of the Nonconforming Product and/or any unreasonable delay by Producer in obtaining conforming Product. Such costs may include, without limitation, reasonably incurred storage costs Storage Costs or costs reasonably incurred by Gavilon to return such Nonconforming Product to Producer. If such Nonconforming Product is sold by Gavilon at a discount, the Purchase Price payable by Gavilon may be reasonably adjusted by Gavilon by the amount of such discount, and payment shall be made according to this Agreement. In the event that the replacement Product costs less than the cost of Producer’s Product which is the subject of replacement (after taking into consideration all costs to obtain such replacement Product), Producer will receive a credit for any such gain associated with the replacement Product. In the event that any Product is seized or condemned by any federal or state department or agency for any reason except noncompliance by Gavilon with applicable federal or state requirements for shipping the Product, such seizure or condemnation shall operate as a rejection by Gavilon of the goods seized or condemned, whereupon: (i) unless otherwise agreed by Gavilon, Gavilon shall have no responsibility for selling the Nonconforming Product or returning the Nonconforming Product to Producer, and (ii) title and risk of loss to the Product shall immediately pass to Producer. In the event that any Product is seized or condemned by any federal or state department or agency as set forth in this paragraph, Producer shall be calculated responsible for all costs incurred by Gavilon with regard to handling said Nonconforming Product and Gavilon shall have the right to set off all such amounts in accordance with the normal mannerterms of the Master Agreement. In the event that Gavilon is directed to dispose of the Nonconforming Products at the direction of any federal or state department or agency, Gavilon shall coordinate with Producer with regard to the same; provided, however, Gavilon shall ultimately be responsible for determining how to comply with such orders and Producer shall ultimately be responsible for all costs arising therefrom.