Common use of Rejection of Products Clause in Contracts

Rejection of Products. 8.1 The Purchaser shall have until the expiry of the Acceptance Period to conduct testing of the Products as the Purchaser deems appropriate. The Purchaser may reject any and all defective Products or Products which fail to comply with the Acceptance Standards. On or before the expiry of the Acceptance Period, the Purchaser may notify the Supplier if any of the Products are defective or fail to conform to the Acceptance Standards or otherwise do not comply with the terms hereof. In the event that the Products are defective or fail to conform to the Acceptance Standards, the Purchaser may, at their option, acting in their absolute discretion, require the Supplier to provide replacement Products or to rectify any such defects or failure. If the Purchaser requests the Supplier to rectify defects the Acceptance Period shall be extended until twenty (20) days after the date upon which the Supplier has rectified the defects. If, upon expiry of the Acceptance Period, including any extension thereof on account of rectification of defects, Acceptance has not occurred, the Purchaser shall return the Products to the Supplier at the Supplier’s sole expense and risk. 8.2 Acceptance shall not prejudice any rights of the Purchaser under the Agreement or in law in respect of defective Product, regardless of any verification of Acceptance or other document executed by the Purchaser. The making or failure to make any inspection of, or payment for, the Products covered by the Agreement shall in no way impair the Purchaser’s right to reject non-conforming or defective Products, nor be deemed to constitute Acceptance by the Purchaser of the Products, nor affect in any way the Supplier’s obligations under the Agreement nor the Supplier’s liability for Products that are defective or fail to meet the Acceptance Standards or from any consequences resulting therefrom, notwithstanding the Purchaser’s opportunity to inspect the goods or services, the Purchaser’s knowledge of the non-conformity or defect, its substantiality or the ease of its discovery, nor the Purchaser’s earlier failure to reject any Product.

Rejection of Products. 8.1 The Purchaser (i) DISTRIBUTOR shall have until the expiry of the Acceptance Period to conduct testing of the inspect all Products as the Purchaser deems appropriate. The Purchaser promptly upon receipt thereof and may reject any Product that fails in any material way to meet the then-current specifications for such Product. Any Product not properly rejected within [*] days of receipt of such Product by DISTRIBUTOR (the “Rejection Period”) shall be deemed accepted. To reject a Product, DISTRIBUTOR shall, within the Rejection Period, notify COMPANY of its rejection and all defective request a Material Return Authorization (“MRA”) number. COMPANY shall provide the MRA number to DISTRIBUTOR within seven (7) days of receipt of the request. Within seven (7) days of receipt of the MRA number, DISTRIBUTOR shall return to COMPANY the rejected Product, freight collect, with the MRA number displayed on the outside of the carton. COMPANY reserves the right to refuse to accept any rejected Products that do not bear an MRA number on the outside of the carton. As promptly as possible but no later than [*] working days after receipt of properly rejected Products, COMPANY shall, at its option and expense, either replace the Products or refund DISTRIBUTOR’s original fully landed purchase price for the Products. COMPANY shall pay the cost of shipping charges incurred by DISTRIBUTOR for properly rejected products. (ii) Notwithstanding the foregoing, Products which fail are found to comply with the Acceptance Standards. On or before the expiry of the Acceptance Period, the Purchaser may notify the Supplier if any of the Products are be defective or fail for failure to conform to the Acceptance Standards or otherwise do not comply with the terms hereof. In the event that the Products are defective or fail to conform to the Acceptance Standards, the Purchaser may, COMPANY’s specifications at their option, acting in their absolute discretion, require the Supplier to provide replacement Products or to rectify any such defects or failure. If the Purchaser requests the Supplier to rectify defects the Acceptance Period an end-user’s site shall be extended until twenty initially replaced by DISTRIBUTOR. COMPANY shall then replace such defective Products with Products meeting specifications within [*] days of (201) days after the date upon which the Supplier has rectified the defects. If, upon expiry receipt of the Acceptance Period, including any extension thereof on account of rectification of defects, Acceptance has not occurred, the Purchaser shall return the Products to the Supplier at the Supplier’s sole expense and risk. 8.2 Acceptance shall not prejudice any rights of the Purchaser under the Agreement or in law in respect of defective Product, regardless of any verification of Acceptance or other document executed by the Purchaser. The making or failure to make any inspection of, or payment for, the Products covered by the Agreement shall in no way impair the Purchaser’s right to reject non-conforming or defective Products, nor be deemed to constitute Acceptance or (2) confirmation by the Purchaser DISTRIBUTOR that such defective Products have been disposed of the Products, nor affect in any way the Supplier’s obligations under the Agreement nor the Supplier’s liability for Products that are defective or fail to meet the Acceptance Standards or from any consequences resulting therefrom, notwithstanding the Purchaser’s opportunity to inspect the goods or services, the Purchaser’s knowledge by an end-user and receipt of the a completed customer complaint form. The final good faith determination concerning non-conformity or defect, its substantiality or the ease conformance of its discovery, nor the Purchaser’s earlier failure to reject any ProductProduct shall rest solely with COMPANY.

Rejection of Products. 8.1 The Purchaser 3.10.1 Distributor shall have until promptly inspect the expiry Products in respect of the Acceptance Period any quantity shortage and breakage of packages (collectively, “Non-conformity”), and any claim against which shall be raised to conduct testing MPNT in writing within ten (10) Business Days after receipt of the Products as (the Purchaser deems appropriate. The Purchaser may reject any and all defective Products or Products which fail to comply with the Acceptance Standards. On or before the expiry of the Acceptance “Rejection Period, the Purchaser may notify the Supplier if any of the Products are defective or fail to conform to the Acceptance Standards or otherwise do not comply with the terms hereof”). In the event that no such claim is raised within the Rejection Period, the said Products shall be deemed under good conditions, consistent with the Order and MPNT shall not be liable for any claims raised thereafter. 3.10.2 In order to reject a Product, Distributor shall, within the Rejection Period, notify MPNT of any Non-conformity in writing, by facsimile or e-mail of its rejection(the “Rejection Notice”), the Rejection Notice must include (but not limited to) the following contents: Order number, delivery date and place, name and quantity of the Products which are defective or fail considered not to conform to be consistent with the Acceptance StandardsOrder, the Purchaser maycounselor feedback, at their option, acting in their absolute discretion, require the Supplier to provide replacement Products or to rectify any such defects or failure. If the Purchaser requests the Supplier to rectify defects the Acceptance Period shall be extended until twenty (20) days after the date upon which the Supplier has rectified the defects. If, upon expiry form of the Acceptance Period, including any extension thereof on account of rectification of defects, Acceptance has not occurredCustomer Feedback Form, the Purchaser shall return reason and evidence why Distributor considers the Products to not in conformity with the Supplier at Order and any other documentation and information required by MPNT on a case-by-case basis (the Supplier’s sole expense and risk“Rejection Evidence”). 8.2 Acceptance shall not prejudice 3.10.3 MPNT will evaluate all such Rejection Evidence to determine if there is any rights of the Purchaser under the Agreement or in law Non-conformity in respect of defective Productthe rejected Products. In the event MPNT confirms such Non-conformity, regardless then after friendly communication with Distributor, and at MPNT’s sole election, Distributor shall either return or destroy the rejected Products in accordance with MPNT’s instruction from time to time. In the case of any verification of Acceptance or other document executed by the Purchaser. The making or failure to make any inspection of, or payment for, the Products covered by the Agreement shall in no way impair the Purchaser’s right to reject non-conforming or defective Products, nor be deemed to constitute Acceptance by the Purchaser return of the Products, nor affect Distributor shall return to MPNT the rejected Products, freight prepaid, in any way the Supplier’s obligations under the Agreement nor the Supplier’s liability for Products that are defective or fail to meet the Acceptance Standards or from any consequences resulting therefromits original shipping carton as promptly as possible, notwithstanding the Purchaser’s opportunity to inspect the goods or services, the Purchaser’s knowledge but no later than thirty (30) Business Days after its receipt of the non-conformity Products. The rejected Products shall be shipped to MPNT’s designated address and delivered to MPNT’s designated liaison pursuant to MPNT’s instruction from time to time. MPNT shall either replace the Products at its expense, or defectcredit Distributor for the price of the rejected Products paid by Distributor, at MPNT’s sole discretion. In the case of destruction of the Products, Distributor shall, at its substantiality or the ease own costs, (i) destroy such rejected Products locally and (ii) submit documentary evidence of its discoverysuch destruction to MPNT for review and archival purpose, nor the Purchaser’s earlier failure to reject any Product.as required by MPNT. After MPNT confirms all documentary evidence of such destruction of the

Rejection of Products. 8.1 The Purchaser (a) For [***] following receipt by Advancis or its designee of any shipment of Products hereunder, Advancis shall have until the expiry right to reject all or any part of such shipment of Products that fails to meet the Acceptance Period to conduct testing of the Products as the Purchaser deems appropriate. The Purchaser may reject any and all defective Products Specifications or Products which fail to comply with the Acceptance Standards. On or before the expiry of the Acceptance Period, the Purchaser may notify the Supplier if any of the Products are defective or fail otherwise fails to conform to the Acceptance Standards or otherwise do not comply with representations and warranties given by CEPH herein; provided that Advancis shall have the terms hereof. In the event that the Products are defective or fail to conform to the Acceptance Standards, the Purchaser may, at their option, acting in their absolute discretion, require the Supplier to provide replacement Products or to rectify any such defects or failure. If the Purchaser requests the Supplier to rectify defects the Acceptance Period shall be extended until twenty (20) days after the date upon which the Supplier has rectified the defects. If, upon expiry of the Acceptance Period, including any extension thereof on account of rectification of defects, Acceptance has not occurred, the Purchaser shall return the Products to the Supplier at the Supplier’s sole expense and risk. 8.2 Acceptance shall not prejudice any rights of the Purchaser under the Agreement or in law in respect of defective Product, regardless of any verification of Acceptance or other document executed by the Purchaser. The making or failure to make any inspection of, or payment for, the Products covered by the Agreement shall in no way impair the Purchaser’s right to reject non-conforming or defective Productsany Products which contain latent defects within [***] after Advancis becomes aware of such latent defects. For purposes of this Agreement, nor no rejection due to latent defects shall be deemed to constitute Acceptance by made after [***] after the Purchaser expiration date of the applicable Products, nor affect . Such rejection shall be made effective by Advancis giving notice to CEPH specifying the manner in any way the Supplier’s obligations under the Agreement nor the Supplier’s liability for which all or part of such shipment of Products that are defective or fail fails to meet the Acceptance Standards or from aforementioned requirements. Advancis may elect, in its sole discretion, to have CEPH replace any consequences resulting therefrom, notwithstanding the Purchaserrejected Products at CEPH’s opportunity sole cost (including any applicable freight charges). (b) Upon Advancis’ delivery of any notice of rejection to inspect the goods or servicesCEPH, the Purchaser’s knowledge parties shall investigate the cause of the non-conformity or defect. If the parties do not agree whether the Products conform to the Specifications, its substantiality the parties shall submit samples of the non-conforming Products in question to a mutually agreed upon independent laboratory of recognized repute within the U.S. pharmaceutical industry for evaluation with respect to conformance to the Specifications. The decision of such independent laboratory shall be final and binding upon the parties. The cost of such independent laboratory analysis shall be paid for by the party who is determined to be incorrect with respect to the conformity or non-conformity of the Products to the Specifications. (c) If Advancis rejects all or any portion of a shipment before the date on which payment therefor is due, it may withhold payment for that shipment or the ease of its discovery, nor rejected portion. All shipments or portions thereof which Advancis rejects but which it is later determined Advancis did not have the Purchaser’s earlier failure right to reject shall be paid within [***] following the day on which such determination is made. If Advancis rejects a shipment or portion thereof of Product, after payment therefor has been made, and such reason for rejection is attributable to CEPH, as determined by an independent laboratory of the type described under Section 5.2(b), Advancis shall be entitled to recoup the payment amount by, at Advancis’ election, (i) CEPH issuing a prompt refund or (ii) Advancis setting off such amount against the payment of future invoices or other amounts that may become due hereunder. CEPH’s representations and warranties shall survive any Productfailure of Advancis to reject Products under this Section 5.2. (d) The provisions of this Section 5.2 shall survive termination or expiration of this Agreement with respect to shipments of Products (or any portions thereof) manufactured and packaged by CEPH that are received by Advancis subsequent to the termination or expiration of this Agreement.