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.

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.