Common use of Nonconforming Products Clause in Contracts

Nonconforming Products. The total costs (including, without limitation, raw materials, packaging supplies, packing charges, proper disposal costs, product returns and recall costs) relating to the Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement shall be the responsibility of Supplier. For purposes of clarification, if a Product is subject to a recall, the “total costs” of such recall would include, without limitation, all costs related to all Product units that are recalled (regardless of whether such units were conforming or non-conforming). If SCRIPSAMERICA believes that any Products do not comply with the Specifications, Supplier Warranties or any provisions of this Agreement, SCRIPSAMERICA shall notify Supplier of such nonconformance and, upon Supplier’s request, provide written details and deliver a sample of such nonconforming Products to Supplier. Supplier shall promptly notify SCRIPSAMERICA (and in any event within seven (7) calendar days) whether Supplier agrees that such Products are not in compliance. Supplier shall have the right to rework or dispose of nonconforming Products only with the written consent of SCRIPSAMERICA, which consent shall not be unreasonably withheld. Supplier shall replace any such nonconforming Products with conforming Products at Supplier’s expense within thirty (30) days after receipt of SCRIPSAMERICA's notice of nonconformity. Supplier shall be required to secure, deploy, and pay for all of the labor, materials and other resources (including, but not limited to, legal and regulatory advisors) necessary to address any Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement, and SCRIPSAMERICA shall not be required to provide or make available to Supplier any labor, materials or other resources for any such purposes. If SCRIPSAMERICA and Supplier are unable to agree as to whether certain Products comply with the Specifications or the Supplier Warranties, the parties shall cooperate to have the Products in dispute analyzed by an independent testing laboratory of recognized repute selected by SCRIPSAMERICA and approved by Supplier, which approval shall not be unreasonably withheld or delayed. The results of such laboratory testing shall be final and controlling. The fees and expenses of such laboratory testing shall be borne entirely by the party against whom such laboratory’s findings are made.

Nonconforming Products. The total costs (including, without limitation, raw materials, packaging supplies, packing charges, proper disposal costs, product returns and recall costsa) relating to the All Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement shall be the responsibility of Supplierreceived by Buyer subject to Buyer’s inspection and acceptance or rejection. For purposes of clarificationBuyer, if a Product is at its option, may reject and return at Seller’s risk and expense, or retain, subject to a recallreasonable reduction in price, Products that fail to conform to the “total costs” of such recall would include, without limitation, all costs related to all Product units that are recalled (regardless of whether such units were conforming or non-conforming). If SCRIPSAMERICA believes that any Products do not comply with the Specifications, Supplier Warranties or any provisions requirements of this Agreement, SCRIPSAMERICA shall notify Supplier regardless of when the nonconformity becomes apparent to Buyer, or whether Buyer has made payment for such nonconformance and, upon Supplier’s request, provide written details Products. Seller acknowledges that Buyer has no obligation to perform incoming inspections of Products and deliver a sample of such nonconforming Products to Supplier. Supplier shall promptly notify SCRIPSAMERICA (and in waives any event within seven (7) calendar days) whether Supplier agrees that such Products are not in compliance. Supplier shall have the right to rework require Buyer to conduct such inspections. Buyer’s acceptance, inspection, or dispose failure to inspect, does not relieve Seller of nonconforming Products only with the written consent any of SCRIPSAMERICAits obligations, which consent shall not be unreasonably withheld. Supplier responsibilities or warranties, including without limitation its obligation to deliver conforming Products. (b) Seller shall replace any such nonconforming Products with conforming Products unless Buyer notifies Seller that it is electing to retain such Products, subject to a reasonable reduction in price, or otherwise notifies Seller in writing that it does not require such replacement. Nonconforming Products that will be replaced will be held by Buyer for disposition in accordance with Seller’s written instructions at SupplierSeller’s expense risk and expense. Seller’s failure to provide written instructions within thirty ten (3010) days (or such shorter period as may be commercially reasonable under the circumstances) after receipt of SCRIPSAMERICA's notice of nonconformity. Supplier nonconformity shall be required entitle Buyer, at Buyer’s option, to securecharge Seller for storage and handling, deployor to dispose of the Products without any liability of Buyer to Seller. (c) In addition to any and all other rights or remedies available to Buyer, Seller shall reimburse Buyer for (i) any amounts paid by Buyer on account of the purchase price of any rejected nonconforming Products, and pay for all of (ii) any costs, expenses and damages incurred by Buyer in connection with the labornonconforming Products, materials and other resources (including, but not limited toto inspection, legal and regulatory advisorssorting, testing, evaluations, storage, rework or reprocurement. (d) necessary to address any Products that do not comply with In the Specifications, the Supplier Warranties or any other provision of this Agreement, and SCRIPSAMERICA shall not be event Seller is required to provide or make available perform any services on any Product, Seller will be responsible for the full cost of any Product that is determined to Supplier any labor, materials or other resources for any such purposes. If SCRIPSAMERICA and Supplier are unable to agree be scrap as to whether certain Products comply with the Specifications or the Supplier Warranties, the parties shall cooperate to have the Products in dispute analyzed by an independent testing laboratory a result of recognized repute selected by SCRIPSAMERICA and approved by Supplier, which approval shall not be unreasonably withheld or delayed. The results of such laboratory testing shall be final and controlling. The fees and expenses of such laboratory testing shall be borne entirely by the party against whom such laboratory’s findings are madenonconforming services.

Nonconforming Products. The total costs (including, without limitation, raw materials, packaging supplies, packing charges, proper disposal costs, product returns and recall costs) relating to the Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement shall be the responsibility of Supplier. For purposes of clarification, if a Product is subject to a recall, the “"total costs” " of such recall would include, without limitation, all costs related to all Product units that are recalled (regardless of whether such units were conforming or non-conforming). If SCRIPSAMERICA Zicam believes that any Products do not comply with the Specifications, Supplier Warranties or any provisions of this Agreement, SCRIPSAMERICA Zicam shall notify Supplier of such nonconformance and, upon Supplier’s 's request, provide written details and deliver a sample of such nonconforming Products to Supplier. Supplier shall promptly notify SCRIPSAMERICA Zicam (and in any event within seven (7) calendar days) whether Supplier agrees that such Products are not in compliance. Supplier shall have the right to rework or dispose of nonconforming Products only with the written consent of SCRIPSAMERICAZicam, which consent shall not be unreasonably withheld. Supplier shall replace any such nonconforming Products with conforming Products at Supplier’s 's expense within thirty (30) days after receipt of SCRIPSAMERICAZicam's notice of nonconformity. Supplier shall be required to secure, deploy, and pay for all of the labor, materials and other resources (including, but not limited to, legal and regulatory advisors) necessary to address any Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement, and SCRIPSAMERICA Zicam shall not be required to provide or make available to Supplier any labor, materials or other resources for any such purposes. If SCRIPSAMERICA Zicam and Supplier are unable to agree as to whether certain Products comply with the Specifications or the Supplier Warranties, the parties shall cooperate to have the Products in dispute analyzed by an independent testing laboratory of recognized repute selected by SCRIPSAMERICA Zicam and approved by Supplier, which approval shall not be unreasonably withheld or delayed. The results of such laboratory testing shall be final and controlling. The fees and expenses of such laboratory testing shall be borne entirely by the party against whom such laboratory’s 's findings are made.

Nonconforming Products. The total costs (including, without limitation, raw materials, packaging supplies, packing charges, proper disposal costs, product returns and recall costs) relating 7.1 BIOSANTE shall be deemed to have accepted delivery of the Products that do in good order and condition, unless it has given a written notice of any short delivery or nonconformity in respect of the Products within sixty (60) days after the date of delivery. Notwithstanding the foregoing, in the case of any nonconformity which is not comply with the Specificationsreadily discoverable within such sixty (60) day period, the Supplier Warranties or any other provision of claim therefor under this Agreement shall be the responsibility of Supplier. For purposes of clarification, if a Product is subject to a recall, the “total costs” of such recall would include, without limitation, all costs related to all Product units that are recalled (regardless of whether such units were conforming or non-conforming). If SCRIPSAMERICA believes that any Products do not comply with the Specifications, Supplier Warranties or any provisions of this Agreement, SCRIPSAMERICA shall notify Supplier of such nonconformance and, upon Supplier’s request, provide written details and deliver a sample of such nonconforming Products to Supplier. Supplier shall promptly notify SCRIPSAMERICA (and in any event within seven (7) calendar days) whether Supplier agrees that such Products are not in compliance. Supplier shall have the right to rework or dispose of nonconforming Products only with the written consent of SCRIPSAMERICA, which consent Article 7.1 shall not be unreasonably withheld. Supplier shall replace any such nonconforming Products with conforming Products at Supplier’s expense deemed waived if made by BIOSANTE within thirty (30) days after receipt BIOSANTE learns of SCRIPSAMERICA's notice of such nonconformity. Supplier . 7.2 All such claims by BIOSANTE shall be required to secure, deploy, and pay for all accompanied by a report of analysis of the labor, materials and other resources (including, but not limited to, legal and regulatory advisors) necessary to address any allegedly nonconforming Products that do shall have been prepared by BIOSANTE or its agent. If, after its own analysis of the Product sample, PERMATEC confirms such nonconformity, PERMATEC shall, at PERMATEC's election, either replace the nonconforming Products with conforming Products at PERMATEC's expense or refund to BIOSANTE the entire purchase price therefor. The nonconforming Products shall either be returned to PERMATEC, at PERMATEC's request and its expense, or destroyed, at PERMATEC's expense. 7.3 If, after its own analysis, PERMATEC does not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement, and SCRIPSAMERICA shall not be required to provide or make available to Supplier any labor, materials or other resources for any confirm such purposes. If SCRIPSAMERICA and Supplier are unable to agree as to whether certain Products comply with the Specifications or the Supplier Warrantiesnonconformity, the parties shall cooperate in good faith attempt to have agree upon a settlement of the issue. In the event that the parties cannot resolve the issue, they shall submit the disputed Products to an independent laboratory, mutually selected by the parties, for testing and the results of such testing shall be binding upon the parties. The party whose assertion as to the conformity or nonconformity of the Products in dispute analyzed question is not borne out by an independent testing laboratory of recognized repute selected by SCRIPSAMERICA and approved by Supplier, which approval shall not be unreasonably withheld or delayed. The the results of such testing of the independent laboratory testing shall be final and controlling. The fees bear all costs and expenses of such laboratory testing testing. Notwithstanding anything to the contrary in this Article 7, PERMATEC's warranties and indemnification obligations under this Agreement shall be borne entirely survive any failure by BIOSANTE to reject the party against whom such laboratory’s findings are madeProducts in question.

Nonconforming Products. The total costs (includingSeller acknowledges that Buyer may elect to not perform incoming inspections of Products, and waives any rights to require Buyer to conduct such inspections. To the extent Xxxxx rejects Products as nonconforming, the quantities under this contract will automatically be reduced unless Buyer otherwise notifies Seller. Nonconforming Products will be held by Buyer in accordance with Seller's instructions at Seller's risk. Seller's failure to provide written instructions within 10 days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer's option, to charge Seller for storage and handling or to dispose of such Products without limitationliability to Seller. Payment for nonconforming Products shall not constitute an acceptance of such Products, raw limit or impair Buyer's right to assert any legal or equitable remedy, or relieve Seller's responsibility for latent defects. I 1. ~BUYER'S PROPERTY. All supplies, materials, packaging suppliestools, packing chargesjigs, proper disposal costsdies, product returns gauges, fixtures, molds, patterns, equipment and recall costsother items furnished by Buyer ("Buyer's Property") relating is and shall remain the property of Buyer and shall be held by Seller on a bailment basis. Seller shall bear the risk of loss of and damage to Xxxxx's Property. Buyer's Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the Products that do performance of this contract, shall be deemed personalty, shall be conspicuously marked by Seller as the property of Buyer, shall not comply be commingled with the Specifications, the Supplier Warranties property of Seller or any other provision with that of this Agreement a third person and shall not be the responsibility of Suppliermoved from Seller's premises without Buyer's prior written approval. For purposes of clarification, if a Product is subject to a recall, the “total costs” of such recall would include, without limitation, all costs related to all Product units that are recalled (regardless of whether such units were conforming or non-conforming). If SCRIPSAMERICA believes that any Products do not comply with the Specifications, Supplier Warranties or any provisions of this Agreement, SCRIPSAMERICA shall notify Supplier of such nonconformance and, upon Supplier’s request, provide written details and deliver a sample of such nonconforming Products to Supplier. Supplier shall promptly notify SCRIPSAMERICA (and in any event within seven (7) calendar days) whether Supplier agrees that such Products are not in compliance. Supplier Buyer shall have the right to rework or dispose enter Seller's premises at all reasonable times to inspect Buyer's Property and Seller's records with respect thereto. Upon the request of nonconforming Products only with the written consent of SCRIPSAMERICAXxxxx, which consent shall not be unreasonably withheld. Supplier shall replace any such nonconforming Products with conforming Products at Supplier’s expense within thirty (30) days after receipt of SCRIPSAMERICAXxxxx's notice of nonconformity. Supplier Property shall be required immediately released to secureBuyer or delivered to Buyer by Seller, deploy, and pay for all of the labor, materials and other resources either (including, but not limited to, legal and regulatory advisors) necessary to address any Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement, and SCRIPSAMERICA shall not be required to provide or make available to Supplier any labor, materials or other resources for any such purposes. If SCRIPSAMERICA and Supplier are unable to agree as to whether certain Products comply with the Specifications or the Supplier Warranties, the parties shall cooperate to have the Products in dispute analyzed by an independent testing laboratory of recognized repute selected by SCRIPSAMERICA and approved by Supplier, which approval shall not be unreasonably withheld or delayed. The results of such laboratory testing shall be final and controlling. The fees and expenses of such laboratory testing shall be borne entirely by the party against whom such laboratory’s findings are made.i)

Nonconforming Products. The total costs (including, without limitation, raw materials, packaging supplies, packing charges, proper disposal costs, product returns and recall costs) relating to the Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement shall be the responsibility of Supplier. For purposes of clarification, if a Product is subject to a recall, the “"total costs” " of such recall would include, without limitation, all costs related to all Product units that are recalled (regardless of whether such units were conforming or non-conforming). If SCRIPSAMERICA ____ believes that any Products do not comply with the Specifications, Supplier Warranties or any provisions of this Agreement, SCRIPSAMERICA _______ shall notify Supplier of such nonconformance and, upon Supplier’s 's request, provide written details and deliver a sample of such nonconforming Products to Supplier. Supplier shall promptly notify SCRIPSAMERICA _______ (and in any event within seven (7) calendar days) whether Supplier agrees that such Products are not in compliance. Supplier shall have the right to rework or dispose of nonconforming Products only with the written consent of SCRIPSAMERICA________, which consent shall not be unreasonably withheld. Supplier shall replace any such nonconforming Products with conforming Products at Supplier’s 's expense within thirty (30) days after receipt of SCRIPSAMERICA's _______ notice of nonconformity. Supplier shall be required to secure, deploy, and pay for all of the labor, materials and other resources (including, but not limited to, legal and regulatory advisors) necessary to address any Products that do not comply with the Specifications, the Supplier Warranties or any other provision of this Agreement, and SCRIPSAMERICA _______ shall not be required to provide or make available to Supplier any labor, materials or other resources for any such purposes. If SCRIPSAMERICA _______ and Supplier are unable to agree as to whether certain Products comply with the Specifications or the Supplier Warranties, the parties shall cooperate to have the Products in dispute analyzed by an independent testing laboratory of recognized repute selected by SCRIPSAMERICA _______ and approved by Supplier, which approval shall not be unreasonably withheld or delayed. The results of such laboratory testing shall be final and controlling. The fees and expenses of such laboratory testing shall be borne entirely by the party against whom such laboratory’s 's findings are made.