Common use of Rejection of Product; Disposal of Rejected Shipments Clause in Contracts

Rejection of Product; Disposal of Rejected Shipments. (a) Purchaser may reject any Product that does not materially conform to Specifications or cGMP (“Non-Complying Product”) by providing written notice of rejection to Pfizer and the delivery carrier and setting out detailed reasons for such rejection: (i) immediately (and in no event more than 24 hours) upon delivery at the Point of Delivery; (ii) immediately and in any event within 24 hours of delivery at the Place(s) of Destination of such Non-Complying Product to Purchaser; or (iii) immediately and in no event more than 24 hours upon its first knowledge of a Latent Defect. In the event notice is not provided within 24 hours from delivery, the Product shall have been deemed accepted. Pfizer shall respond to any rejection and notice of Non-Complying Product from Purchaser in a timely manner. For clarity, Purchaser shall not be entitled to reject any Product based on service complaints unless a Product does not materially conform to Specifications or cGMP. (b) Pfizer shall conduct an analysis of the causes of any such quality-related complaint, and shall report to Purchaser on any corrective action taken. If Pfizer’s inspection and testing reveals, to Pfizer’s reasonable satisfaction, that such items of the Product are Non-Complying Product and that any such non-conformity or defect has not been caused or contributed to by any abuse, misuse, neglect, negligence, accident, improper testing, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Pfizer, Pfizer shall use Commercially Reasonable Efforts to replace such Non- Complying Product as soon as practicable at no additional charge to Purchaser. In such circumstances, Pfizer will further arrange for reverse logistics for Product collection and manage the destruction of the Non-Complying Product. Until collection, Purchaser shall store and maintain the relevant Non-Complying Product in appropriately secure locations and in accordance with the manufacturers’ specifications. Notwithstanding any other provision of this Agreement, this Section 4.4(b) contains Purchaser’s sole and exclusive remedy for Non-Complying Product. The provisions of this Section 4.4 (Rejection of Product; Disposal of Rejected Shipments) shall survive termination or expiration of this Agreement.

Rejection of Product; Disposal of Rejected Shipments. (a) Purchaser Customer may reject any Non-Complying Product by providing notice of rejection to Manufacturer within sixty (60) days following receipt by Customer of any shipment of such Product hereunder; provided, however, that does Customer may provide notice of rejection of any shipments of Product having any latent defects or any defects not materially conform reasonably discoverable through visual inspection up until the date of expiration of such Product. Customer shall have no right to Specifications or cGMP (“reject any Product hereunder other than Non-Complying Product”) by providing written notice of rejection to Pfizer and the delivery carrier and setting out detailed reasons for such rejection: (i) immediately (and in no event more than 24 hours) upon delivery at the Point of Delivery; (ii) immediately and in any event within 24 hours of delivery at the Place(s) of Destination of such Non-Complying Product to Purchaser; or (iii) immediately and in no event more than 24 hours upon its first knowledge of a Latent Defect. In the event notice is not provided within 24 hours from delivery, the Product shall have been deemed accepted. Pfizer shall respond to any rejection and notice of Non-Complying Product from Purchaser in a timely manner. For clarity, Purchaser shall not be entitled to reject any Product based on service complaints unless a Product does not materially conform to Specifications or cGMP. (b) Pfizer Subject to Section 4.8(d), Customer shall conduct an analysis return any shipments of the causes of any such quality-related complaint, and shall report Product (or portions thereof) rejected pursuant to Purchaser on any corrective action takenthis Section 4.8 to Manufacturer or Manufacturer’s designee at Manufacturer’s expense. If Pfizer’s inspection and testing reveals, to Pfizer’s reasonable satisfaction, that such items of the Product are Non-Complying Product and that any such non-conformity or defect has not been caused or contributed to by any abuse, misuse, neglect, negligence, accident, improper testing, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary In addition to any instructions issued by Pfizerother rights or remedies of Customer hereunder, Pfizer Manufacturer shall use Commercially Reasonable Efforts to replace such Non- Complying rejected Product as soon as practicable at no additional charge to PurchaserCustomer (subject to Section 4.8(d)), and Manufacturer shall reimburse Customer for any Customer-Supplied Materials used to manufacture any such rejected Product in accordance with Section 9.3. (c) In the event Customer rejects any Product that Manufacturer reasonably believes to conform to the warranties set forth in Section 5.1(c), Manufacturer shall have the right to test such Product to determine whether or not it so conforms. In Manufacturer shall hire an independent third party laboratory, subject to Customer’s prior written approval of such circumstanceslaboratory, Pfizer will further arrange to perform such tests in accordance with the Quality Agreement and all applicable Laws and promptly provide the results thereof to Customer. The determination of such tests shall be binding upon the Parties for reverse logistics for all purposes hereunder, provided that if such tests are unable to determine whether or not such rejected Product collection and manage the destruction of the is Non-Complying Product, such Product shall be deemed to be Non-Complying Product. Until collectionIf such tests determine that the Product is, Purchaser shall store and maintain the relevant or such Product is so deemed to be, Non-Complying Product in appropriately secure locations Product, Manufacturer shall bear the costs of such tests and in accordance with the manufacturers’ specifications. Notwithstanding any other provision provisions of this Agreement, this Section 4.4(b) contains Purchaser’s sole and exclusive remedy for Article 4 shall apply without limitation to such Non-Complying Product. However, if such tests determine that such Product is not Non-Complying Product, Customer shall bear the costs of such tests and shall remain obligated to pay Manufacturer the Price for such Product in accordance with Article 3, and, without limiting such obligation, if Customer reasonably so requests in writing, Manufacturer shall use commercially reasonable efforts to re-deliver such Product to Customer at Customer’s expense. (d) Notwithstanding anything to the contrary herein and without limiting Section 9.3(b), Customer shall be solely responsible for all costs and expenses incurred in connection with any Non-Complying Product to the extent any Customer-Supplied Materials resulted in such Product being Non-Complying Product, and shall reimburse Manufacturer for Manufacturer’s costs and expenses incurred in connection therewith. (e) The provisions of this Section 4.4 (Rejection of Product; Disposal of Rejected Shipments) 4.8 shall survive termination or expiration of this Agreement, provided that, subsequent to the termination or expiration of this Agreement, Manufacturer may, in lieu of replacing any rejected or missing quantities of Product, elect in its sole discretion to reimburse Customer for the costs (including any applicable freight charges) associated with the replacement of such rejected and/or missing quantities of Product by Customer or a third party selected by Customer.