Notice; Replacement. Purchaser shall notify Aventis in writing of (i) any claim relating to any Product that fails to meet the Specifications, or (ii) any shortage in quantity of any shipment of any Product as soon as reasonably practical, but not later than thirty (30) days (or forty-five (45) days in the event an outside testing laboratory is used) of receipt of such Product. Purchaser shall be deemed to have accepted the Product if it does not provide Aventis written notice of such shortfall or failure to meet Specifications within such thirty (30) day period (or forty-five (45) days in the event an outside testing laboratory is used). If the parties agree that such Product is defective or that there is a shortage, Aventis shall replace the defective Product or use its commercially reasonable efforts to make up the shortage at the next practical delivery date, at no additional cost to Purchaser. Purchaser shall make arrangements with Aventis for the return or disposal of any rejected Product; the costs of such return or disposal shall be paid by Aventis. In the event that only a limited supply of Product is available to replace or supply such rejection or shortage, then Aventis shall ship to Purchaser such quantities of Product as are available and Purchaser will be promptly reimbursed or credited against future orders, at Purchaser’s option, for amounts paid for the remaining quantity of rejected Product.
Notice; Replacement. Buyer shall notify Seller in writing of (a) any claim that any Supplied Product, as of the time of delivery thereof, fails to conform to the applicable Specifications (including any Non-Conformity Exception) and/or which has not been Manufactured in accordance with applicable Law, cGMP and the Quality Agreement, or (b) any shortage in quantity of any shipment of the Supplied Product, in each case as soon as reasonably practicable, but not later than 30 days following delivery of such Supplied Product in the case of patent defects (i.e. a non-conformance that was reasonably detectable through Buyer’s inspection in accordance with the Quality Agreement) and, in the case of latent defects, not later than 10 days from Buyer’s discovery of a latent defect that was not reasonably detectable through Buyer’s inspection in accordance with the Quality Agreement. If the Parties agree that the Supplied Product fails to conform (other than for any Non-Conformity Exception) or that there is a shortage, then Seller, at Buyer’s option, shall replace the nonconforming Supplied Product or make up the shortage at the next practicable delivery date.
Notice; Replacement. Jazz Pharmaceuticals or its designee shall notify Solvay in writing of (i) any claim relating to any API that fails to meet the API Specifications or (ii) any shortage in quantity of any shipment of API as soon as reasonably practical, but not later than forty-five (45) days of receipt of such API except where such failure to meet the API Specifications could not be reasonably known at such time, in which case such forty-five (45) day period commences when Jazz Pharmaceuticals could reasonably have known of such failure. Jazz Pharmaceuticals or its designee shall be deemed to have accepted the API if it does not provide Solvay written notice of such shortfall or failure to meet specification within such forty-five (45) day period. If the parties agree that such API is defective or that there is a shortage, Solvay shall replace the defective API or use its commercially reasonable best efforts to make up the shortage at the next practical delivery date, at no additional cost to Jazz Pharmaceuticals. Jazz Pharmaceuticals shall make arrangements with Solvay for the return or disposal of any rejected API; the costs of such return or disposal shall be paid by Solvay. In the event that only a limited supply of API is available to replace or supply such rejection or shortage, then Solvay shall ship to Jazz Pharmaceuticals such amount of API as is available and Jazz Pharmaceuticals shall be promptly reimbursed or credited against future orders, at Solvay’s option, for amounts paid for the remaining quantity of rejected API.
Notice; Replacement. Buyer shall notify Supplier in writing of any claim relating to the Product Units that fail to meet the Specifications prior to shipment of such Product Units from Supplier's Plant or any shortage in quantity of any shipment of Product Units. Provided that the parties agree that the Product Units are defective or that there is a shortage, Supplier shall replace the defective Product Units or make up the shortage as soon as reasonably possible after receiving such notice, at no additional cost to Buyer. Buyer shall make arrangements with Supplier for the return or disposal of any rejected Product Units; the costs of such return or disposal shall be paid by Supplier. In the event that only a limited supply of Product Units is available at the time of such rejection or shortage, then Supplier shall ship to Buyer such quantities of Product Units as are available and Buyer shall be promptly reimbursed or credited against future orders, at Buyer's option, for amounts paid for the remaining quantity of rejected Product Units.
