Common use of Rejection of Product for Failure to Conform to Specifications Clause in Contracts

Rejection of Product for Failure to Conform to Specifications. Sanofi-Synthelabo shall have thirty (30) days after the receipt of any Shipment to determine conformity of the Shipment to the Specifications and/or Applicable Laws. If testing of such Shipment shows a failure of the Shipment to meet the Specifications and/or Applicable Laws, Sanofi-Synthelabo may return the entire Shipment, or any portion thereof, to Atrix at Atrix's expense within a reasonable time following the above described testing, provided that notice of non-conformity is received by Atrix from Sanofi-Synthelabo within forty (40) days of Sanofi-Synthelabo's receipt of said Shipment. Atrix shall have the option to provide to Sanofi-Synthelabo, within thirty (30) days after such notice is received by it, Product that meets the Specifications and Applicable Laws or to promptly provide Sanofi-Synthelabo with full credit for the Purchase Price paid by Sanofi-Synthelabo for the returned Product. In either case the cost of freight and handling to return or replace the goods shall be at the expense of Atrix. If Sanofi-Synthelabo does not notify Atrix of the non-conformity of the Product within forty (40) days of receipt of said Shipment, the Product shall be deemed to meet the Specifications, the Packaging Specifications and Applicable Laws. Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or an adjustment in the Purchase Price in the event of any failure or defect in the Product. Should there be a discrepancy between Sanofi-Synthelabo's test results and the results of testing performed by Atrix, such discrepancies shall be finally resolved by testing performed by an independent Third Party mutually agreed upon by Sanofi-Synthelabo and Atrix.

Rejection of Product for Failure to Conform to Specifications. Sanofi-Synthelabo Atrix shall have thirty (30) 45 days after the receipt of any Shipment to determine conformity of the Shipment to the Specifications and/or Applicable Laws, except for hidden defects. A "hidden defect" shall mean a defect in the Product not discovered by Atrix during its testing of the Product in accordance with generally accepted industry testing procedures and which would not be a defect normally expected to be discovered in accordance with such testing. If testing of such Shipment shows a failure of the Shipment to meet the Specifications and/or Applicable Laws, Sanofi-Synthelabo Atrix may return the entire Shipment, or any portion thereof, to Atrix ABI at AtrixABI's expense within a reasonable time following the above described testing, provided that notice of non-conformity is received by ABI from Atrix from Sanofi-Synthelabo within forty (40) 45 days of Sanofi-SynthelaboAtrix's receipt of said Shipment. Atrix shall have the option right to request that ABI provide to Sanofi-SynthelaboAtrix, within 30 days after such notice is received by it, Product that meet the Specifications and Applicable Laws or to promptly provide Atrix with full credit for the Purchase Price paid by Atrix for the returned Product. In the case of a hidden defect, Atrix shall have the right to request that ABI provide to Atrix, within thirty (30) days after such a notice concerning a hidden defect is received by itAtrix, Product that meets the Specifications and Applicable Laws or to promptly provide Sanofi-Synthelabo Atrix with full credit for the Purchase Price paid by Sanofi-Synthelabo Atrix for the returned Product. In either case case, the cost of freight and handling to return or replace the goods Product or shall be at the expense of AtrixABI. If Sanofi-Synthelabo Atrix does not notify Atrix ABI of the non-conformity of the Product within forty (40) 45 days of receipt of said Shipment, the Product shall be deemed to meet the Specifications, Specifications (including those related to packaging of the Packaging Specifications Products) and Applicable Laws, except with respect to hidden defects. Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or an adjustment in the Purchase Price in the event of any failure or defect in the Product. Should there be a discrepancy between Sanofi-SynthelaboAtrix's test results and the results of testing performed by AtrixABI, such discrepancies shall be finally resolved by testing performed by an independent Third Party mutually agreed upon by Sanofi-Synthelabo Atrix and AtrixABI. The costs of such testing shall be borne by the Party against whom the discrepancy is resolved. In the event Product have been previously returned to ABI and such independent Third Party determines that the Product meets the Specifications, Atrix shall be responsible for all costs associated with the return.

Rejection of Product for Failure to Conform to Specifications. Sanofi-Synthelabo (a) Partner shall visually inspect the Products upon receipt thereof and Partner shall have thirty (30) [**] days after the receipt following delivery of any Shipment to determine conformity notify PolyPid in writing that a Product is Defective or there is a shortage against the quantity listed in the Purchase Order, for reasons not attributable to Partner or anyone on its behalf (such notice being a “Defect Notice”). The Defect Notice shall specify in reasonable detail the nature and basis for the claim that the Product is Defective or short. PolyPid shall review any Defect Notice and provide Partner with the results of such review within [**] days after its receipt of the Shipment Defect Notice. Notwithstanding the foregoing, should the Product have a Hidden Defect (which is not attributable to the Specifications and/or Applicable Laws. If testing of such Shipment shows Partner or anyone on its behalf), Partner will provide a failure Defect Notice to PolyPid of the Shipment to meet the Specifications and/or Applicable Laws, Sanofi-Synthelabo may return the entire Shipment, or any portion thereof, to Atrix at Atrix's expense Hidden Defect within a reasonable time [**] Business Days following the above described testing, provided that notice of non-conformity is received by Atrix from Sanofi-Synthelabo within forty (40) days of Sanofi-Synthelabo's receipt of said Shipmentits discovery. Atrix shall have the option Should Partner fail to provide to Sanofi-Synthelabo, a Defect Notice within thirty (30) days after such notice is received by it, Product that meets the Specifications and Applicable Laws or to promptly provide Sanofi-Synthelabo with full credit for the Purchase Price paid by Sanofi-Synthelabo for the returned Product. In either case the cost of freight and handling to return or replace the goods shall be at the expense of Atrix. If Sanofi-Synthelabo does not notify Atrix of the non-conformity of the Product within forty (40) days of receipt of said Shipmentprescribed timelines, the Product shall be deemed to meet have been accepted. (b) If PolyPid’s review confirms that the SpecificationsProduct is Defective for reasons not attributable to Partner (or any one acting on Partner’s behalf), then Partner may reject such batch of Defective Product and shall, at PolyPid’s expense, dispose of or deliver such Defective Product to such destination as PolyPid shall direct in writing (provided that such directions are in compliance with applicable environmental laws and regulations). PolyPid shall, deliver replacement Product to Partner for the Packaging Specifications and Applicable Laws. Notwithstanding anything in this Agreement Defective Shipment, at PolyPid’s expense, no later than [**] months from Partner’s request provided that Polypid shall use Commercially Reasonable Efforts to provide such replacement product as soon as possible prior to the contrary, end of such [**] months period. (c) If the Parties may fail to agree as to whether a Product is Defective for reasons not attributable to Partner (or any one acting on Partner’s behalf), then the Parties agree to a return of have the Product or an adjustment Shipment in the Purchase Price in the event of any failure or defect in the Product. Should there be a discrepancy between Sanofi-Synthelabo's test results dispute tested and the results of testing performed by Atrix, such discrepancies shall be finally resolved by testing performed further analyzed by an independent Third testing laboratory mutually selected by the Parties, whose results shall be binding on the Parties. The cost of the assessment shall be borne by (i) Partner, if the findings indicate the Product is either not Defective or the Defect is attributable to Partner; (ii) PolyPid, if the findings indicate the Product is Defective and such Defect is attributable to PolyPid; or (iii) both, in proportion relative to each Party’s error or oversight if the findings indicate that each Party mutually agreed upon was at fault. (d) In the event Product has been previously returned to PolyPid and the independent testing laboratory determines that the Product is not Defective, Partner shall be responsible for all costs associated with the return. If such laboratory testing determines that the Product in dispute is Defective due to the error or oversight of both Parties, then the Parties shall discuss in good faith the costs associated with the disposal of the Defective Products and the delivery of replacement Products (having regard to each Party’s relative error or oversight). (e) Except as expressly provided in Section 8.05, and other than in respect of the return of stock during the Notice Period following termination, no Product supplied by Sanofi-Synthelabo and Atrixor on behalf of PolyPid to Advanz may be returned by Advanz after it has been delivered to Advanz.

Rejection of Product for Failure to Conform to Specifications. Sanofi-Synthelabo (a) Purchaser shall have thirty (30i) […***…] days after the receipt of any Shipment shipment of Product, or (ii) in the case of Latent Defects, for which Purchaser shall have […***…] days from the date of its determination that Product does not conform to the Product Requirements and a maximum of […***…] from delivery of Product (in each case a “Rejection Period”), to inspect the Product, to conduct quality control testing to determine conformity of the Shipment to the Specifications and/or Specifications, cGMPs, the DMF, and all Applicable Laws (“Product Requirements”); provided, however, that with respect to Applicable Laws, the determination shall be based upon conformance to Applicable Laws in a material manner. If testing Purchaser fails to give such notice within the Rejection Period, the Product shall be deemed to conform to the terms of this Agreement, and Purchaser shall be bound to accept and pay for the Product in accordance with the terms of this Agreement. Purchaser expressly waives any rights Purchaser may have to revoke acceptance after the Rejection Period. (b) If such Shipment shows a failure of the Shipment Product fails to meet the Specifications and/or Applicable LawsProduct Requirements, Sanofi-Synthelabo Purchaser may return the entire Shipmentshipment, or any portion thereof, to Atrix Supplier at Atrix's Supplier’s expense within a reasonable time following the above described testing, testing provided that notice of non-conformity is received by Atrix Supplier from Sanofi-Synthelabo Purchaser within forty (40) the applicable Rejection Period. Supplier shall replace such returned Product as soon as reasonably possible and in no event longer than […***…] days of Sanofi-Synthelabo's receipt of said Shipment. Atrix shall have at Supplier’s expense using expedited shipment with Product which conforms to the option to provide to Sanofi-SynthelaboProduct Requirements or in the event Supplier cannot replace such returned Product within […***…] days, within thirty (30) days after such notice is received by it, Product that meets the Specifications and Applicable Laws or to promptly provide Sanofi-Synthelabo Purchaser with full credit for the Purchase Price paid by Sanofi-Synthelabo for the returned Product. In either case the cost of freight Product including all shipping and handling to return or replace the goods shall be at the expense of Atrix. If Sanofi-Synthelabo does not notify Atrix of the non-conformity of the Product within forty (40) days of receipt of said Shipment, the Product shall be deemed to meet the Specifications, the Packaging Specifications and Applicable Laws. Notwithstanding anything in this Agreement to the contrary, the Parties may agree to a return of the Product or an adjustment in the Purchase Price in the event of any failure or defect in the Productother charges. Should there be a discrepancy between Sanofi-SynthelaboPurchaser's Product test results and the results of testing performed by AtrixSupplier pursuant to this Section 4.4, including any disagreement regarding whether or not Product has met Product Requirements, such discrepancies shall be finally resolved by testing performed by an independent Third Party a third party mutually agreed upon by Sanofi-Synthelabo Purchaser and AtrixSupplier. The costs of such testing shall be borne by the Party against whom the discrepancy is resolved. (c) Supplier’s measurements shown on the packaging slip accompanying each delivery shall be deemed to be correct unless Purchaser notifies Supplier in writing of a shortage within […***…] days of the date of the Product is delivered to the shipping destination point specified in the applicable Firm Purchase Order. In the event of a shortage, Purchaser will remain liable for payment for the Product delivered and Supplier shall promptly deliver to Purchaser an amount of Product necessary to eliminate such shortage.