Common use of Rejection of Product Clause in Contracts

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. 3.8.1 (a) In all cases, the event Company will make reasonable efforts to accept delivery of Product shipments, and shall take reasonable steps to require its designees to make reasonable efforts to accept delivery of Product shipments; provided, however, that Licensee determines the Company and its designees shall retain the right to reject that portion of the shipment that does not conform to the Specifications relating to such Product. (b) Upon arrival or delivery of any Products at its destination, should the Company or its designee, upon customary inspection, identify any Product delivered supplied by Supplier Roquette that does not conform to the warranty set forth in Section 3.82.6, Licensee the Company shall give Supplier written Roquette notice thereof and the reasons for such nonconformance (including a sample of such Product) within forty-five (45) days after delivery (or within thereof. The Company shall have ten (10) days after discovery delivery (twenty (20) days if the delivery is made to a Company designee) to make such notification to Roquette. The Company shall have the right to reject Product that has no observable defect at the time of delivery, but is subsequently found to not meet the Specifications for the Product, for up to sixty (60) days after the delivery of the Product by Roquette. (c) Upon Roquette’s subsequent instruction, the Company, or its designee, shall return a sample of the rejected Products. Such returned sample of Products shall be returned in the same condition as at the time of inspection to the maximum extent, with transportation charges prepaid, and must be received within thirty (30) days of the notice of rejection provided in accordance with Section 2.8(b). A service charge of [*] will be paid by the Company to cover handling and inspection on return of any nonconformity that could not reasonably have been detected by a customary visual inspection on delivery). Supplier goods. (d) Roquette’s Quality Department shall undertake appropriate testing evaluation of such sample the returned Products and shall notify Licensee the Company whether it has confirmed such nonconformity within thirty (30) days after receipt of such notice the Products from Licensee. the Company or its designee. (e) If Supplier non-conformity is confirmed by Roquette, then Section 2.8(h) shall apply. (f) If Roquette notifies Licensee the Company that it has not confirmed such nonconformity, then the Parties Company shall mutually select have the right but not the obligation, at its own initial expense, to submit the dispute to an independent testing laboratory or other applicable appropriate expert mutually acceptable to the Parties (the “ExpertTesting Laboratory”) to evaluate if the Products comply with the warranty set forth in Section 3.7 and each Party for evaluation. Both Parties shall cooperate with the ExpertTesting Laboratory’s reasonable requests for assistance in connection with its analysis evaluation hereunder. The findings of the Expert Testing Laboratory shall be binding on the Parties, absent manifest error. The expenses of the Expert Testing Laboratory shall be borne by Supplier Roquette if the Expert testing confirms the nonconformity and otherwise by Licenseethe Company. If the Expert Testing Laboratory or Supplier Roquette confirms that a batch any quantity of Product does not conform to the warranty set forth in Section 3.72.6, SupplierRoquette shall fulfill the obligations specified in Section 2.8(h) (g) Non-conformity shall only be confirmed, either by Roquette or the Testing Laboratory, if it was not caused by the Company’s (or another purchaser’s) misuse, unauthorized modifications, improper testing or improper storage, or any other form of demonstrable neglect. (h) If non-conformity of the samples of the rejected Product is confirmed by either Roquette or the Testing Laboratory, at Licenseethe option of the Company, the Company or its designee shall return to Roquette the remaining quantities of the nonconforming Product. Such nonconforming Products shall be returned in the same condition as at the time of the Company’s inspection pursuant to Section 2.8(b) to the maximum extent, with transportation charges prepaid, and must be received within thirty (30) days of the notice to the Company of the confirmation of non-conformity by either Roquette or the Testing Laboratory. Roquette shall, at the Company’s option, promptly shall (ai) supply Licensee the Company (or if requested by the Company, its designee) with a conforming quantity of Product at SupplierRoquette’s expense or (bii) reimburse Licensee the Company for any purchase price the Purchase Price paid by Licensee with respect to such Product. In any event Supplier promptly shall reimburse Licensee for all costs incurred by Licensee the Company with respect to such nonconforming ProductProduct if already paid. In addition, Roquette promptly shall reimburse the Company for transportation and service charges incurred (including costs of recall without limitation the handling and destruction of such Product, which costs Licensee shall have the right to offset against any payments owed by Licensee to Supplier under this Agreementinspection charge provided in Section 2.8(c)). 3.8.2 The rights and remedies provided (i) Roquette immediately shall notify the Company if at any time it discovers that any Product delivered hereunder does not conform to the warranty set forth in this Section 3.8 shall be cumulative and in addition to any other rights or remedies that may be available to Licensee2.6.

Rejection of Product. 3.8.1 3.6.1 In the event that Licensee Emergent determines that any Product delivered by Supplier does not conform to the warranty set forth in Section 3.83.5, Licensee Emergent 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 Emergent whether it has confirmed such nonconformity within thirty (30) days after receipt of such notice from LicenseeEmergent. If Supplier notifies Licensee Emergent 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 3.5 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 LicenseeEmergent. If the Expert or Supplier confirms that a batch of Product does not conform to the warranty set forth in Section 3.73.5, Supplier, at LicenseeEmergent’s option, promptly shall (a) supply Licensee Emergent with a conforming quantity of Product at Supplier’s expense or (b) reimburse Licensee Emergent for any purchase price paid by Licensee Emergent with respect to such Product. In any event Supplier promptly shall reimburse Licensee Emergent for all costs incurred by Licensee Emergent with respect to such nonconforming Product, including costs of recall and destruction of such Product, which costs Licensee Emergent shall have the right to offset against any payments owed by Licensee Emergent to Supplier under this Agreement. 3.8.2 3.6.2 The rights and remedies provided in this Section 3.8 3.6 shall be cumulative and in addition to any other rights or remedies that may be available to LicenseeEmergent.