Rejection of Product. (a) Schering may reject any shipment of Product from ICN that does not meet ICN's warranty set forth in Section 8.4, upon notice to ICN delivered within forty five (45) days after receipt by Schering of such shipment or, in the case of any latent defect, after Schering discovered or had a reasonable basis for discovering such defect. Any shipment of Product that is not rejected by Schering within such period shall be deemed accepted. In no event shall ICN be liable for any nonconformity of the Product resulting from the shipment, storage or handling of the Product after tender by ICN in accordance with Section 8.2(g) (unless resulting from the fault of ICN, such as not shipping in accordance with agreed specifications), or the tampering, alteration or mishandling of the Product by any person (including any customer of Schering) following such tender.
(b) Upon the request of ICN, Schering shall furnish evidence of nonconformity of the shipment of Product. If ICN confirms the nonconformity, ICN will use diligent efforts to, at Schering's request, either promptly replace the Product at no additional charge to Schering with a conforming shipment (which may include rework of the Product if feasible), or issue a credit to Schering (pro rated, if less than a full shipment is rejected) for the Product Price and any other costs and expenses incurred by Schering in shipping the rejected Product to ICN. If ICN disagrees with Schering's determination, the Parties shall promptly submit the dispute to a mutually acceptable laboratory for a binding determination (in lieu of the procedures described in Article 13) of the conformance or nonconformity of the Product and ICN shall submit as part of its documentation retained manufacturing samples. The non-prevailing Party shall pay the costs and expenses of the laboratory tests.
Rejection of Product. 44 ARTICLE 9. CONFIDENTIALITY 45 9.1 Confidentiality ............................................ 45 9.2 No Publicity ............................................... 46
Rejection of Product. Once the Product has been received by CP, CP shall be entitled to inspect it and, at its option, to reject: (a) any of the Product which is defective in materials or workmanship or does not conform to the specifications provided by CP to Contractor; and (b) any oversupplied Product. Contractor shall pay all shipping costs to and from the destination stated in this Purchase Order in relation to any Product that is rejected by CP pursuant to this Section. Such Product shall be at the risk of Contractor, whether held by CP for Contractor or returned. All Product shipped by Contractor as repaired or replacement Product shall be shipped by Contractor FOB Destination, Freight Prepaid, unless otherwise instructed in writing by CP. If any Product is rejected because of failure to conform to specifications, or failure in workmanship or materials, Contractor shall within five days replace the applicable Product with others that comply with specifications and conform in workmanship and materials.
Rejection of Product. Distributor shall inspect all Product promptly upon receipt thereof and may reject any Product pursuant to this Section 4.3.1 that fails to meet the specifications set forth in Micrus’ current product specifications for the Product. Any Product not properly rejected within thirty (30) days of receipt of that Product at Distributor’s facility after customs clearance for import (the “Rejection Period”) shall be deemed accepted. To reject a Product, Distributor shall within the Rejection Period, (i) notify Micrus in writing by telefax or by mail (with confirmation of transmission) of its rejection and the reason for the rejection, and (ii) return, at its expense, the rejected Product to Micrus (the “Returned Product”) in the same condition in which it was delivered to Distributor. All claims made by Distributor after its inspection of the Product shall be handled on a case-by-case basis during which time Micrus shall have the right to first inspect any Product involved before being required to take any action with respect thereto. Micrus shall make its investigation within thirty (30) days of receipt of notice of a claim from Distributor. Micrus shall, at its expense, replace Product it determines to be defective and ship such replacement Product freight prepaid. In no event shall Micrus be liable under this Agreement for any failure of any Product to meet the specifications due to modification or improper use, storage or shipment of the Product by Distributor or anyone receiving the Product from or on behalf of Distributor.
Rejection of Product. 3.8.1 In the event that Licensee determines that any Product delivered by Supplier does not conform to the warranty set forth in Section 3.8, Licensee shall give Supplier written notice thereof and the reasons for such nonconformance (including a sample of such Product) within forty-five (45) days after delivery (or within ten (10) days after discovery of any nonconformity that could not reasonably have been detected by a customary visual inspection on delivery). Supplier shall undertake appropriate testing of such sample and shall notify Licensee whether it has confirmed such nonconformity within thirty (30) days after receipt of such notice from Licensee. If Supplier notifies Licensee that it has not confirmed such nonconformity, then the Parties shall mutually select an independent laboratory or other applicable expert (the “Expert”) to evaluate if the Products comply with the warranty set forth in Section 3.7 and each Party shall cooperate with the Expert’s reasonable requests for assistance in connection with its analysis hereunder. The findings of the Expert shall be binding on the Parties, absent manifest error. The expenses of the Expert shall be borne by Supplier if the Expert confirms the nonconformity and otherwise by Licensee. If the Expert or Supplier confirms that a batch of Product does not conform to the warranty set forth in Section 3.7, Supplier, at Licensee’s option, promptly shall (a) supply Licensee with a conforming quantity of Product at Supplier’s expense or (b) reimburse Licensee for any purchase price paid by Licensee with respect to such Product. In any event Supplier promptly shall reimburse Licensee for all costs incurred by Licensee with respect to such nonconforming Product, including costs of recall and destruction of such Product, which costs Licensee shall have the right to offset against any payments owed by Licensee to Supplier under this Agreement.
3.8.2 The rights and remedies provided in this Section 3.8 shall be cumulative and in addition to any other rights or remedies that may be available to Licensee.
Rejection of Product. If Buyer reasonably determines that Products are defective, do not comply with the Specifications when delivered, or are unable to maintain their quality for the shelf life (collectively, “Unacceptable Products”), Buyer may reject and return to Supplier (at Supplier’s expense) such Unacceptable Products, and Supplier will replace them as soon as possible (not to exceed 10 days from Supplier’s receipt) with Products that meet applicable Specifications or refund the purchase price, whichever Buyer chooses, and Supplier will reimburse Buyer for its damages. Supplier will not sell or dispose of Unacceptable Products under Buyer’s name or label without Buyer’s prior written approval. In addition, if Buyer decides in its reasonable judgment that Unacceptable Products must be disposed of as waste, Supplier will reimburse Buyer for all costs of handling and disposal. Supplier will not be responsible for Unacceptable Products to the extent the unacceptability was caused by Buyer or its agents or subcontractors. Buyer may also reject and return to Supplier (at Supplier’s expense) Products that exceed the quantity ordered.
Rejection of Product. (a) Voyager will have sixty (60) days after the receipt of any shipment of Product (the "Testing Period") to subject the Product, on a sample basis, to quality control testing to determine conformity with the Specifications. If testing shows a failure to meet the Specifications, Voyager may reject the portion of any shipment failing to meet Specifications by providing written notice of such rejection to Mallinckrodt before the expiry of the Testing Period and, provided such notice of any such rejection is received by Mallinckrodt and Voyager has appropriately rejected the affected Product, Voyager may return the affected Product to Mallinckrodt at Mallinckrodt's expense.
(b) Mallinckrodt will have the option, within sixty (60) days of receipt of such rejected Product from Voyager, either to replace such returned and appropriately rejected Product with Product that meets the Specifications, or promptly to provide Voyager with a full refund. Voyager's remedies for proper rejection of any Product hereunder shall be limited to those specified in the immediately preceding sentence, provided that any such rejected Product shall be deemed to have been included in the amount of Product purchased in such applicable annual period for purposes of Voyager's obligation to purchase seventy five percent (75%) of its requirements for Product hereunder.
(c) Should there be a discrepancy between Voyager's test results and Mallinckrodt's test results, Mallinckrodt shall notify Voyager within thirty (30) days of its receipt of the rejected Product from Voyager, and the parties will make reasonable efforts, each acting in good faith, to try to resolve any differences as to whether or not any volume of Product has been appropriately rejected and, if they cannot do so, such differences will be finally resolved by testing performed by an independent third party mutually agreed upon by the parties. The costs of such testing with be borne by the party against whom the difference is resolved. If, as a result of such testing, it is determined that any Product in question has been appropriately rejected, Voyager will have no liability to pay for such Product and shall have the remedies set forth above (but no other remedies). If, on the other hand, it is determined that any Product in question was not appropriately rejected, or if Voyager fails within the Testing Period to provide notice of rejection of such Product, Mallinckrodt shall promptly return all such Product to Voyager and, ...
Rejection of Product. 9.3.1 Should TRANSMEDICS rightfully reject any Batch of Product, or part thereof, pursuant to Section 9.1 and FRESENIUS agrees that such rejection is justified, FRESENIUS shall not charge TRANSMEDICS for such Batch and shall reimburse TRANSMEDICS for all shipping costs incurred by TRANSMEDICS. FRESENIUS shall have no further liability to TRANSMEDICS in respect of such Batch except that FRESENIUS shall have the obligation to replace the rejected Batch. The Parties shall agree how to destroy any such rejected Batch. Costs related to the disposal, destruction and/or return of such Batch shall be borne by FRESENIUS.
9.3.2 Should TRANSMEDICS reject any Batch, or part thereof, pursuant to Section 9.1 and FRESENIUS and TRANSMEDICS, after good faith negotiation, fail to agree that such rejection is justified, the Parties shall mutually agree on an independent third party to evaluate all documentation relating to such Batch of Products and other relevant information developed by both Parties relating thereto to ascertain whether the rejection is justified. If the third party determines that TRANSMEDICS’ rejection is justified, FRESENIUS shall pay for the costs of the independent third party’s review, all shipping costs incurred by TRANSMEDICS, all costs related to the disposal, destruction and/or return of such Batch and FRESENIUS shall have no further liability to TRANSMEDICS in respect of such Batch, except to replace such Batch at no cost to TRANSMEDICS. If the third party determines that TRANSMEDICS’ rejection is not justified, TRANSMEDICS shall pay for the costs of the independent third party’s review, and TRANSMEDICS shall pay FRESENIUS for such Batch, and FRESENIUS shall have no further liability to TRANSMEDICS.
Rejection of Product. If Synergy rejects any of the Product pursuant to Section 3.5, Synergy shall (i) provide to Contractor written notice of rejection that includes the basis for such rejection and (ii) provide Contractor with the opportunity to conduct its own tests to confirm such basis of rejection, which shall be conducted promptly. Synergy shall return all remaining unused Product to Contractor; provided that Synergy may retain a sample of such reject Product that is being used for laboratory testing and to confirm its rights hereunder. Contractor shall replace such rejected Product with conforming Product as soon as commercially reasonable, but in no event after a period longer than the original lead time required for shipment of Product as set forth in the applicable Work Order for such Product.
Rejection of Product. Paladin shall be entitled to reject any Product that fails in any material way to comply with the Warranty set out in Section 14.1, provided that it (i) delivers notice to Immuron to such effect within thirty (30) days of receipt of the Product being rejected in respect of defects, and (ii) returns to Immuron the rejected Product, freight prepaid, in its original shipping carton.
