Common use of Receipt of Product; Acceptance Clause in Contracts

Receipt of Product; Acceptance. 2.6.1 WC shall be entitled to reject any portion or all of any shipment of Products that does not conform to the Certificate of Analysis or otherwise fails to comply with the representations and warranties set forth in Section 5.2.1 (unless such non-conformity was attributable to an act or omission of WC or the common carrier once the Product was delivered by BMSLC to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5); provided that (a) WC shall notify BMSLC within fifteen (15) business days after receipt of such shipment if it is rejecting a shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLC, and (b) in the case of Products having defects other than those obvious defects, WC shall notify BMSLC within fifteen (15) business days after WC becomes aware of such defect. Notwithstanding anything contained herein, WC shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLC. Without in any way limiting BMSLC's indemnity obligation as set forth in Section 6.1, if no notice is provided by WC within such time periods (i.e., fifteen (15) business days), then WC shall be deemed to have accepted the shipment. Any notice of rejection by WC shall be accompanied by a reasonably detailed statement of its reasons for rejection and a report of any pertinent analysis performed by WC on the allegedly nonconforming Product, together with the methods and procedures used. BMSLC shall notify WC as promptly as reasonably possible, but in any event within ten (10) days after receipt of such notice of rejection, whether it accepts WC's assertions of nonconformity.

Receipt of Product; Acceptance. 2.6.1 WC shall be entitled to reject any portion or all of any shipment of Products that does not conform to the Certificate of Analysis or otherwise fails to comply with the representations and warranties set forth in Section 5.2.1 (unless such non-conformity was attributable to an act or omission of WC or the common carrier once the Product was delivered by BMSLC WSP to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5); provided that (a) WC shall notify BMSLC WSP within fifteen (15) business days [REDACTED] after receipt of such shipment if it is rejecting a shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLCWSP, and (b) in the case of Products having defects other than those obvious defects, WC shall notify BMSLC WSP within fifteen (15) business days [REDACTED] after WC becomes aware of such defect. Notwithstanding anything contained herein, WC shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLCWSP. Without in any way limiting BMSLCWSP's indemnity obligation as set forth in Section 6.1, if no notice is provided by WC within such time periods (i.e., fifteen (15) business days[REDACTED]), then WC shall be deemed to have accepted the shipment. Any notice of rejection by WC shall be accompanied by a reasonably detailed statement of its reasons for rejection and a report of any pertinent analysis performed by WC on the allegedly nonconforming Product, together with the methods and procedures used. BMSLC WSP shall notify WC as promptly as reasonably possible, but in any event within ten (10) days [REDACTED] after receipt of such notice of rejection, whether it accepts WC's assertions of nonconformity.

Receipt of Product; Acceptance. 2.6.1 WC (a) Promptly after each Delivery Date, and prior to the labeling and packaging of such Bulk Product, Aratana, or its designee, shall conduct (i) a visual inspection of the Bulk Product for defects or damages and (ii) an inspection of all associated quality assurance documents, including, without limitation, the Certificate of Analysis and Certificate of Compliance delivered in accordance with Section 4.1. Aratana shall be entitled to reject and return any portion or all of any shipment of Products Bulk Product that does not conform to the Certificate of Analysis Specification or otherwise fails to comply with the representations and warranties warranty set forth in Section 5.2.1 7.2(b) (unless such non-conformity was nonconformity or noncompliance is attributable to an act or omission of WC or Aratana after the common carrier once the time such Bulk Product was delivered Delivered by BMSLC to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5Pacira); provided provided, that (a) WC shall notify BMSLC within fifteen (15) business days after receipt Aratana provides notice of non-conformance discovered by Aratana based on such shipment if it is rejecting a shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection and inspection of the packaged Products as shipped by BMSLC, and (bassociated quality assurance document or any other non-conformance to the warranties provided in Section 7.2(b) in the case of Products having defects other than those obvious defects, WC shall notify BMSLC within fifteen (15) business [***] calendar days after WC becomes aware Delivery of such defectBulk Product. Notwithstanding anything contained herein, WC shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLC. Without in any way limiting BMSLC's indemnity obligation as set forth in Section 6.1, if If no notice is provided by WC Aratana within such time periods (i.e., fifteen (15) business days)period, then WC Aratana shall be deemed to have accepted the shipmentshipment and all such Bulk Product Delivered to Aratana shall be deemed to materially conform with the Specification. Any notice of rejection by WC Aratana shall specify the shipment and Purchase Order number and shall be accompanied by a reasonably detailed statement of its Aratana’s exact reasons for rejection and along with reasonable evidence of the alleged nonconformity or noncompliance (including a sample of the Bulk Product from the shipment tested) and, if applicable, a report of any pertinent analysis performed by WC Aratana on the allegedly nonconforming or noncomplying Bulk Product, together with the methods and procedures usedused to determine such non-conformity. BMSLC Pacira shall notify WC Aratana in writing as promptly as reasonably possiblepracticable, but in any event within ten (10) days [***] Business Days after receipt of such notice of rejection, whether it Pacira accepts WC's Aratana’s assertions of nonconformitynonconformity or noncompliance.

Receipt of Product; Acceptance. 2.6.1 WC (a) Promptly after each Delivery Date, and prior to the labeling and packaging of such Bulk Product, Aratana shall conduct (i) a visual inspection of the Bulk Product for defects or damages and (ii) an inspection of all associated quality assurance documents, including, without limitation, the Certificate of Analysis delivered in accordance with Section 4.1. Aratana shall be entitled to reject and return any portion or all of any shipment of Products Bulk Product that does not conform to the Certificate of Analysis Specification or otherwise fails to comply with the representations and warranties warranty set forth in Section 5.2.1 7.2(b) (unless such non-conformity was nonconformity or noncompliance is attributable to an act or omission of WC or Aratana after the common carrier once the time such Bulk Product was delivered Delivered by BMSLC to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5Pacira); provided provided, that (a) WC shall notify BMSLC within fifteen (15) business days after receipt Aratana provides notice of non-conformance discovered by Aratana based on such shipment if it is rejecting a shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection and inspection of the packaged Products as shipped by BMSLC, and (bassociated quality assurance document or any other non-conformance to the warranties provided in Section 7.2(b) in the case of Products having defects other than those obvious defects, WC shall notify BMSLC within fifteen (15) business [**] calendar days after WC becomes aware Delivery of such defectBulk Product. Notwithstanding anything contained herein, WC shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLC. Without in any way limiting BMSLC's indemnity obligation as set forth in Section 6.1, if If no notice is provided by WC Aratana within such time periods (i.e., fifteen (15) business days)period, then WC Aratana shall be deemed to have accepted the shipmentshipment and all such Bulk Product Delivered to Aratana shall be deemed to materially conform with the Specification. Any notice of rejection by WC Aratana shall specify the shipment and Purchase Order number and shall be accompanied by a reasonably detailed statement of its Aratana’s exact reasons for rejection and along with reasonable evidence of the alleged nonconformity or noncompliance (including a sample of the Bulk Product from the shipment tested) and, if applicable, a report of any pertinent analysis performed by WC Aratana on the allegedly nonconforming or noncomplying Bulk Product, together with the methods and procedures usedused to determine such non-conformity. BMSLC Pacira shall notify WC Aratana in writing as promptly as reasonably possiblepracticable, but in any event within ten (10) days [**] Business Days after receipt of such notice of rejection, whether it Pacira accepts WC's Aratana’s assertions of nonconformitynonconformity or noncompliance.

Receipt of Product; Acceptance. 2.6.1 WC (a) The Company shall be entitled to reject any portion or all of any shipment of Products that does not conform to the Certificate of Analysis or otherwise fails to comply with the representations and warranties set forth in Section 5.2.1 5.02(a) (unless such non-conformity was attributable to an act or omission of WC the Company or the common carrier once the Product was delivered by BMSLC BMS to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5carrier); provided that , provided, that, (a) WC the Company shall notify BMSLC BMS within fifteen (15) 15 business days after receipt of such shipment if it is rejecting a shipment due to obvious physical damage damage, obvious packaging defect or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLC, BMS and (b) in the case of Products having defects other than those obvious defects, WC the Company shall notify BMSLC BMS within fifteen (15) 15 business days after WC the Company becomes aware of such defect. Notwithstanding anything contained herein, WC the Company shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLCBMS. Without in any way limiting BMSLC's BMS' indemnity obligation as set forth in Section 6.16.01, if no notice is provided by WC the Company within such time periods (i.e., fifteen (15) 15 business days), then WC the Company shall be deemed to have accepted the shipment. Any notice of rejection by WC the Company shall be accompanied by a reasonably detailed statement of its reasons for rejection and a report of any pertinent analysis performed by WC the Company on the allegedly nonconforming Product, together with the methods and procedures used. BMSLC BMS shall notify WC the Company as promptly as reasonably possible, but in any event within ten (10) 10 business days after receipt of such notice of rejection, whether it accepts WCthe Company's assertions of nonconformity.

Receipt of Product; Acceptance. 2.6.1 WC shall be entitled to reject any portion or all of any shipment of Products that does not conform to the Certificate of Analysis or otherwise fails to comply with the representations and warranties set forth in Section 5.2.1 (unless such non-conformity was attributable to an act or omission of WC or the common carrier once the Product was delivered by BMSLC WSP to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5); provided that (a) WC shall notify BMSLC WSP within fifteen (15) business days after receipt of such shipment if it is rejecting a shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLCWSP, and (b) in the case of Products having defects other than those obvious defects, WC shall notify BMSLC WSP within fifteen (15) business days after WC becomes aware of such defect. Notwithstanding anything contained herein, WC shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLCWSP. Without in any way limiting BMSLCWSP's indemnity obligation as set forth in Section 6.1, if no notice is provided by WC within such time periods (i.e., fifteen (15) business days), then WC shall be deemed to have accepted the shipment. Any notice of rejection by WC shall be accompanied by a reasonably detailed statement of its reasons for rejection and a report of any pertinent analysis performed by WC on the allegedly nonconforming Product, together with the methods and procedures used. BMSLC WSP shall notify WC as promptly as reasonably possible, but in any event within ten (10) days after receipt of such notice of rejection, whether it accepts WC's assertions of nonconformity.

Receipt of Product; Acceptance. 2.6.1 WC (a) Promptly after each Delivery Date, and prior to the labeling and packaging of such Bulk Product, Aratana shall conduct (i) a visual inspection of the Bulk Product for defects or damages and (ii) an inspection of all associated quality assurance documents, including, without limitation, the Certificate of Analysis delivered in accordance with Section 4.1. Aratana shall be entitled to reject and return any portion or all of any shipment of Products Bulk Product that does not conform to the Certificate of Analysis Specification or otherwise fails to comply with the representations and warranties warranty set forth in Section 5.2.1 7.2(b) (unless such non-conformity was nonconformity or noncompliance is attributable to an act or omission of WC or Aratana after the common carrier once the time such Bulk Product was delivered Delivered by BMSLC to such common carrier provided that the Products were packaged for shipment in accordance with Section 2.5Pacira); provided provided, that (a) WC shall notify BMSLC within fifteen (15) business days after receipt Aratana provides notice of non-conformance discovered by Aratana based on such shipment if it is rejecting a shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection and inspection of the packaged Products as shipped by BMSLC, and (bassociated quality assurance document or any other non-conformance to the warranties provided in Section 7.2(b) in the case of Products having defects other than those obvious defects, WC shall notify BMSLC within fifteen (15) business [***] calendar days after WC becomes aware Delivery of such defectBulk Product. Notwithstanding anything contained herein, WC shall have no obligation to inspect the Products beyond a visual inspection of each shipment for obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by BMSLC. Without in any way limiting BMSLC's indemnity obligation as set forth in Section 6.1, if If no notice is provided by WC Aratana within such time periods (i.e., fifteen (15) business days)period, then WC Aratana shall be deemed to have accepted the shipmentshipment and all such Bulk Product Delivered to Aratana shall be deemed to materially conform with the Specification. Any notice of rejection by WC Aratana shall specify the shipment and Purchase Order number and shall be accompanied by a reasonably detailed statement of its Aratana’s exact reasons for rejection and along with reasonable evidence of the alleged nonconformity or noncompliance (including a sample of the Bulk Product from the shipment tested) and, if applicable, a report of any pertinent analysis performed by WC Aratana on the allegedly nonconforming or noncomplying Bulk Product, together with the methods and procedures usedused to determine such non-conformity. BMSLC Pacira shall notify WC Aratana in writing as promptly as reasonably possiblepracticable, but in any event within ten (10) days [***] Business Days after receipt of such notice of rejection, whether it Pacira accepts WC's Aratana’s assertions of nonconformitynonconformity or noncompliance.