Common use of Notification of Defects Clause in Contracts

Notification of Defects. All Products shall be received subject to ISTA's inspection and may be rejected if any such Product fails to conform to the Specifications. ISTA shall be deemed to have accepted each order of Product if BLP does not receive written notice to the contrary (i) within [*] after the later of receipt by ISTA or by its customers of any non-conforming Product containing obvious defects discoverable without affecting the integrity of the Product's packaging and (ii) within [*] of ISTA's discovery of any latent defects. At BLP's request, ISTA shall promptly supply either a sample of the allegedly defective Product, or some other evidence of deficiency, which ISTA or BLP shall specify. In the event of any dispute between BLP and ISTA as to whether any of the Product conforms to the warranties hereunder, a sample of the units in dispute shall be sent by ISTA and BLP to an independent third party testing laboratory mutually agreed to in writing by BLP and ISTA whose findings will be binding on the parties except in cases of gross and manifest error. The cost of such testing and Product shall be borne by the party against which the determination was made.