Releasing; Testing; Rejection Sample Clauses
The 'Releasing; Testing; Rejection' clause defines the procedures and rights related to the inspection, testing, and acceptance or rejection of goods or services delivered under a contract. Typically, it allows the receiving party to examine and test the deliverables upon receipt to ensure they meet agreed-upon specifications or standards. If the goods or services fail to conform, the clause outlines the process for formally rejecting them and may specify remedies such as repair, replacement, or refund. This clause ensures quality control and protects the buyer from being obligated to accept substandard or non-conforming products or services.
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Releasing; Testing; Rejection. Within [****] calendar days after Manufacturer completes Processing of a Batch, Manufacturer shall provide Customer or its designee with a Certificate of Analysis for such Batch. With respect to Packaging, Manufacturer shall provide Customer or its designee with a certificate of release for each Batch. Following Customer’s receipt of a shipment of a Batch, Customer or Customer’s designee may test samples of such Batch to confirm that the applicable Specifications have been met. Unless within [****] business days after Customer’s receipt of a Batch (“Review Period”), Customer or its designee notifies Manufacturer in writing (an “Exception Notice”) that such Batch does not meet the warranty set forth in Section 13.2 (“Defective Product” or “Defective Packaged Product”, as applicable), and provides a sample of the alleged Defective Product or Defective Packaged Product, the Batch shall be deemed accepted by Customer and Customer shall have no right to reject such Batch; provided, however, that such acceptance shall be subject to Customer’s right to reject Product for Latent Defects discovered by Customer at any time prior to [****] days from the date of delivery of the Product and within [****] business days after discovery of such Latent Defect. Upon timely receipt of an Exception Notice from Customer, Manufacturer shall conduct an appropriate investigation in its discretion to determine whether or not it agrees with Customer that Product is Defective Product or a Packaged Product is a Defective Packaged Product and to determine the cause of any nonconformity. If Manufacturer agrees that Product is Defective Product or a Packaged Product is a Defective Packaged Product and the cause of the nonconformity is attributable to Manufacturer’s breach of its Processing or Packaging obligations under this Agreement, gross negligence or willful misconduct (“Manufacturer Defective Processing” or “Manufacturer Defective Packaging”, as applicable), then Section 8.3 shall apply. For clarity, if Product is Defective Product or Defective Packaged Product from use of API, Intermediate Product, or other Customer-supplied materials that, at the time of delivery to Manufacturer, fails to conform to SC1:4529841.10 [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment...