Common use of Rejection Procedure Clause in Contracts

Rejection Procedure. If Purchaser rejects all or part of any shipment of Licensed Adjuvants pursuant to Section 5.1 or Section 5.2 above, then, unless Supplier informs Purchaser to the contrary within twelve (12) Business Days after receipt of Purchaser’s written rejection notice, Supplier will be deemed to have accepted the above-mentioned rejection. (a) If Supplier accepts Purchaser’s rejection, Supplier shall, at Purchaser’s option, either (i) utilize Commercially Reasonable Efforts to supply replacement Licensed Adjuvants at no additional charge within one (1) month after receipt of Purchaser’s rejection notice or (ii) credit or refund to Purchaser the cost paid to Supplier by Purchaser for such non-conforming Licensed Adjuvants, or, if the invoice has not been paid, cancel the invoice. In either case, such non-conforming Licensed Adjuvants shall be disposed of at Supplier’s cost. (b) If Supplier does not accept Purchaser’s rejection, and there is a dispute as to whether all, or a portion, of any shipment of Licensed Adjuvants is non-compliant, such dispute shall be resolved by having an independent, mutually acceptable, qualified Third Party (the “Independent Expert”) examine the respective Licensed Adjuvants. At Supplier’s cost, Supplier will provide a representative final Licensed Adjuvant sample and master reference standard for such Licensed Adjuvant to the Independent Expert. If the Independent Expert determines that the Licensed Adjuvant is non-compliant, then Section 5.3(a) shall apply. The Party against whose position the Independent Expert rules shall bear any out-of-pocket costs relating to the Independent Expert incurred by the other Party. In the event that the Independent Expert rules against Purchaser, Purchaser shall remit payment for the respective Licensed Adjuvants to Supplier within thirty (30) days of such ruling. During the time any dispute under this Section 5.3(b) is pending resolution, Purchaser shall not be obligated to pay any invoice for the Licensed Adjuvants that is the subject of the dispute and no interest on such payment will accrue under Section 4.4.

Rejection Procedure. If Purchaser rejects all or part of any shipment of Licensed Adjuvants pursuant to Section 5.1 or Section 5.2 above, then, unless Supplier informs Purchaser to the contrary within twelve (12) Business Days after receipt of Purchaser’s written rejection notice, Supplier will be deemed to have accepted the above-mentioned rejection. (a) If Supplier accepts Purchaser’s rejection, Supplier shall, at Purchaser’s option, either (i) utilize Commercially Reasonable Efforts to supply replacement Licensed Adjuvants at no additional charge within one (1) month after receipt of Purchaser’s rejection notice or (ii) credit or refund to Purchaser the cost paid to Supplier by Purchaser for such non-conforming Licensed Adjuvants, or, if the invoice has not been paid, cancel the invoice. In either case, such non-conforming nonconforming Licensed Adjuvants shall be disposed of at Supplier’s cost. (b) If Supplier does not accept Purchaser’s rejection, and there is a dispute as to whether all, or a portion, of any shipment of Licensed Adjuvants is non-compliant, such dispute shall be resolved by having an independent, mutually acceptable, qualified Third Party (the “Independent Expert”) examine the respective Licensed Adjuvants. At Supplier’s cost, Supplier will provide a representative final Licensed Adjuvant sample and master reference standard for such Licensed Adjuvant to the Independent Expert. If the Independent Expert determines that the Licensed Adjuvant is non-compliant, then Section 5.3(a) shall apply. The Party against whose position the Independent Expert rules shall bear any out-of-pocket costs relating to the Independent Expert incurred by the other Party. In the event that the Independent Expert rules against Purchaser, Purchaser shall remit payment for the respective Licensed Adjuvants to Supplier within thirty (30) days of such ruling. During the time any dispute under this Section 5.3(b) is pending resolution, Purchaser shall not be obligated to pay any invoice for the Licensed Adjuvants that is the subject of the dispute and no interest on such payment will accrue under Section 4.4.

Rejection Procedure. If Purchaser rejects all or part of any shipment of Licensed Adjuvants API pursuant to Section 5.1 9.1 or Section 5.2 above9.2, then, unless Supplier informs Purchaser to the contrary in writing within twelve thirty (1230) Business Days days after receipt of Purchaser’s written rejection notice, Supplier will be deemed to have accepted the above-mentioned rejection. (a) If Supplier accepts Purchaser’s rejection, Supplier shall, at Purchaser’s option, either (i) utilize Commercially Reasonable Efforts to supply replacement Licensed Adjuvants API at no additional charge within one sixty (160) month days after receipt of Purchaser’s rejection notice or (ii) credit or refund to Purchaser the cost paid to Supplier by Purchaser for such non-conforming Licensed AdjuvantsAPI, or, if the invoice has not been paid, cancel the invoice. In either case, such non-conforming Licensed Adjuvants API shall be disposed of at Supplier’s costreasonable out-of-pocket costs. Supplier shall be responsible for all costs associated with the Manufacture and rejection of the rejected API. (b) Within thirty (30) days of Purchaser’s written rejection notice, Supplier shall notify Purchaser in writing of its assessment as to whether Supplier agrees with Purchaser’s rejection of the API for a reason not related to API Starting Material. If Supplier agrees with Purchaser that the API did not comply with the API Specifications, the regulations, or the QA, such notice must also include a timeline for any corrective and/or preventive action which must be taken by Supplier to meet all of its obligations under this Agreement and the QA. (c) If Supplier does not accept Purchaser’s rejection, and there is a dispute as to whether all, all or a portion, of any shipment of Licensed Adjuvants API is non-compliantcompliant pursuant to Section 9.1 and 9.2, such dispute shall be resolved by having an independent, mutually acceptable, qualified Third Party third party (the “Independent Expert”) examine to review the respective Licensed Adjuvantsdispute. At Supplier’s costThe Independent Expert shall be chosen by the Parties. In the event the Parties can’t identify a mutually acceptable Independent Expert, an Independent Expert will be chosen by the CPR Institute Dispute Resolution using its neutral selection services. The findings of such Independent Expert shall be final and conclusively binding on the Parties except in cases of gross or manifest error. Supplier will provide a representative final Licensed Adjuvant sample all necessary information and master reference standard for such Licensed Adjuvant samples at its cost to the Independent Expert. (d) If the Independent Expert rules in favor of the Purchaser and determines that the API is non-compliant pursuant to Section 9.1 and 9.2, then Section 9.3(a) shall apply. If the Independent Expert determines rules in favor of the Supplier, (i) Purchaser shall bear Supplier’s reasonable costs incurred in performing any tests or research required relating to the dispute and in supplying to the Independent Expert all necessary information and samples and (ii) Purchaser shall remit payment for the respective API to Supplier within thirty (30) days of such ruling provided that the Licensed Adjuvant is non-compliant, then Section 5.3(a) shall applypayment has not already been made to Supplier. The Party against whose position the Independent Expert rules shall bear any documented, reasonable out-of-pocket costs relating to the Independent Expert incurred by the other Party. In the event that the Independent Expert rules against Purchaser, Purchaser shall remit payment for the respective Licensed Adjuvants to Supplier within thirty (30) days of such ruling. During the time any dispute under this Section 5.3(b9.3(c) is pending resolution, Purchaser shall not be obligated to pay any invoice for the Licensed Adjuvants API that is the subject of the dispute and no interest on such payment will accrue under Section 4.46.4.