Rejected Products. CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
(a) Except for any minor departures from Specifications or nonconformities not impairing the safety or efficacy of Products to which COMPANY may reasonably waive objection, COMPANY may reject any Product which fails to meet the Specifications. COMPANY shall, within twenty (20) days after its receipt of any shipment of Product and related Certificate of Analysis of Product batch (as described in paragraph 5.1 hereof), notify DPT in writing of any claim relating to rejected Product batch and, failing such notification, shall be deemed to have accepted such Product batch. Such notice to DPT shall specify why the Product batch failed to perform to Specifications. DPT shall have an opportunity to inspect or test said Product batch. All Products shall be submitted to inspection and evaluation in accordance with DPT’s SOP’s to determine whether or not said Products meet the Specifications. As to any such Product batch (including phases of or complete batches of bulk product) which is determined to fail the Specifications and may be rejected by COMPANY or DPT (“Rejected Product”), DPT, at its sole cost and expense (including shipping) shall replace such Rejected Product promptly after all raw materials are available to DPT for the manufacture. If requested, DPT shall make arrangements with COMPANY for the return or disposal of Rejected Product at DPT’s sole cost and expense.
(b) In the event of a conflict between the test results of DPT and the test results of COMPANY with respect to any shipment of Product batch, a sample of such Product batch shall be submitted by DPT to an independent laboratory acceptable to both parties for testing against the Specifications under procedures employed in the Specifications. The fees and expenses of such laboratory testing shall be borne entirely by the party against whom such laboratory’s finding are made. If results from the independent laboratory are inconclusive, final resolution will be settled in accordance with paragraph 13.6 (b) below.
(c) Following validation, for all commercial production batches of a Product produced by DPT (“Commercial Batches”) in the event a Rejected Product is due to COMPANY supplied information, formulations or materials, COMPANY shall bear one hundred percent (100%) of all costs directly related to and invoiced for Rejected P...
Rejected Products. In the event that the Xxxxxx Products are validly rejected by Customer, Xxxxxx shall promptly repair or replace the Xxxxxx Products at Xxxxxx’ expense provided that Xxxxxx has received notice of such rejection upon completion of Xxxxxx’ testing thereof.
Rejected Products. (a) Supplier shall ensure that the Products it manufactures for RJRT comply with the Specifications. RJRT may reject any Product, within one hundred twenty (120) days of the delivery date of such Product, that does not comply with the Specifications for such Product. In such case, RJRT's written notice of rejection to Supplier shall state in commercially reasonable detail the Products which RJRT deems non-compliant, the Purchase Order pursuant to which those Products were manufactured and the Specification defects.
(b) Within ten (10) business days of receipt of a notice of rejection, Supplier may contest such rejection and provide documentation or other evidence demonstrating that the rejected Products comply with the Specifications. Supplier and RJRT shall negotiate in good faith to resolve the controversy in accordance with the procedures set forth in Section 7.6.
(c) Supplier will replace, or, if replacement is not commercially feasible, reimburse RJRT for, any properly rejected Products, at no cost to RJRT, in a time period reasonably appropriate under the circumstances and no more than ten (10) days after receipt thereof or the final resolution of any disagreement in accordance with Section 3.3(b) above. Supplier shall bear any and all shipping and handling costs incurred in connection with the delivery of such replacement Products and the return of any rejected Products. Notwithstanding anything to the contrary, this Section 3.3 is subject to the warranties and provision relating to liability and damages set forth in Section 6.1 and 6.2.
(d) Non-complying and non-salvageable Products returned to Supplier shall be destroyed by Supplier within thirty (30) days of receipt thereof and Supplier will provide reasonably acceptable evidence of such destruction to RJRT.
Rejected Products. 19 3.4 Audit Rights of RJRT................................................... 19 3.5 Joint Cost Savings Initiatives......................................... 20 3.6 Insurance.............................................................. 20
Rejected Products. 5.1 The Company shall be entitled to reject delivery of the Products which are damaged, obsolete or inconsistent with the agreed PO (“Rejected Products”), failing which the Products shall be deemed to be accepted unconditionally by the Company and the Company shall forfeit its rights to make a claim against the Supplier or to reject the Products. Any right to reject the Products or to make a claim against the Supplier shall lapse if the Company accepts delivery of the Products.
5.2 The Supplier’s liability in respect of Rejected Products shall be limited to, at the option of the Supplier, (i) replacement of the relevant Products within a reasonable time or, (ii) reimbursement of the price paid by the Company to the Supplier for the relevant Products. Return shipments by the Company to the Supplier are only permitted if the Supplier has given its prior written consent.
Rejected Products. Any claims for damaged, missing or defective Product must be reported in writing by Celera within 15 days from the date of Celera’s receipt of the Product, after which time the order will have been deemed to be accepted. In addition, Celera must promptly return a rejected Product to AB, C.O.D, unused and in a condition no worse than that delivered to Celera and in the Product’s original containers and packing material, accompanied by a valid return authorization number obtained from AB, which will not be unreasonably withheld or delayed. AB may refuse any Product not timely rejected or sought to be returned without a valid return authorization number. For any valid claim timely made, AB, at its option, may repair the Product or replace the Product with an identical or substantially similar Product. Shipping charges will not be credited.
Rejected Products. Prior to returning any rejected Product, VOLCANO will obtain a RMA number from EI, and will return such Product in accordance with EI’s instructions. VOLCANO will specify the reason for such rejection in all requested RMAs. In the event a Product is rejected, EI will at EI’s option, repair the Product if it is repairable, provide a replacement if stock is available, or refund the purchase price.
Rejected Products. Toyota shall have one or more of the following options with respect to Rejected Products:
Rejected Products. Where Vendor fails to make delivery on any Purchase Order, on or before the specified delivery date or where none is specified, within fourteen (14) days of Vendor’s receipt of a Purchase Order, or if all or a portion of the Products are not satisfactory to Company or are not in compliance with the terms of this Agreement or any Purchase Order, then Company may terminate this Agreement or such Purchase Order or any portion of such Purchase Order and return the Products to Vendor at Vendor’s sole cost and expense. Company shall have no obligation to accept or pay for replacements for rejected Products unless Company specifically requests in writing that such rejected Products be replaced.
Rejected Products. 10.1 If any Products delivered to the Customer do not comply with clause 6.4, or are otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy that the Customer may have, the Customer may:
10.1.1 reject those Products by giving notice to the Supplier and:
10.1.2 require the Supplier to repair or replace the rejected Products at the Supplier's risk and expense within thirty (30) days of being requested to do so in writing or require the Supplier to reimburse the Customer for the full price of the rejected Products; and/or
10.1.3 claim liquidated damages in accordance with Schedule 4; and/or
10.1.4 claim damages for any other costs, expenses or losses resulting from the Supplier's delivery of Products that are not in conformity with the terms of this Agreement.
10.2 The Customer shall make available to the Supplier any Products rejected pursuant to clause 10.1 for collection in accordance with the Supplier's instructions.
10.3 In the event that the Customer rejects Products pursuant to clause 10.1, it shall not be liable for any invoice in respect of the rejected Products and shall be entitled to a refund of any monies paid to the Supplier in respect of such rejected Products.
10.4 The Customer's rights and remedies under clause 10 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this Agreement by the Sale of Goods Xxx 0000.
10.5 The terms of this Agreement shall apply to any repaired or replacement Products supplied by the Supplier.
10.6 If the Supplier fails promptly to repair or replace rejected Products in accordance with clause 10.1.2, the Customer may, without affecting its rights under clause 10.1.4, obtain substitute products from a third party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so, provided that the Rejection Period shall be until such time as the rejected Products are repaired or replaced by that third party.
10.7 If the parties dispute whether any Products comply with clause 6.4, either party may refer the matter to an independent expert acceptable to both parties (or, in the case of failure to agree, appointed by the President for the time being of the Law Society of England and Wales). The expert will act as an expert and not an arbitrator ...
