Replacement of Nonconforming Product Sample Clauses

Replacement of Nonconforming Product. Fermentation Pellets, First Gen PDS and/or Second Gen PDS. In the event that SERAGEN and CBSH mutually agree or an arbitrator determines, pursuant to Section 2.14(c), that a Batch of Fermentation Pellets, First Gen PDS and/or Second Gen PDS is non-conforming due to (i) the failure of CBSH personnel or subcontractors to follow cGMP, (ii) the failure of CBSH personnel or subcontractors to follow and execute the Production Record and required MRR documentation as written and approved by both Parties, (iii) the failure of the Facility equipment or utilities, (iv) the failure or non-conformance of the raw materials with SOPs or Specifications, (v) the breach of CBSH's obligations, representations or warranties hereunder or (vi) the acts or omissions of CBSH's subcontractors, CBSH shall replace all such Batches at its expense, reimburse SERAGEN for the cost of the Fermentation Pellets used in the manufacture of the nonconforming First Gen PDS and/or Second Gen PDS at the cost paid by SERAGEN for such pellets, and shall reimburse SERAGEN for any reasonable charges incurred by SERAGEN for shipping or storage, if applicable, of the nonconforming Batch. SERAGEN and CBSH shall promptly and mutually agree upon new dates for the initiation and completion, by CBSH, of the manufacture of a replacement Batch of Fermentation Pellets, First Gen PDS and/or Second Gen PDS, if required to meet any outstanding purchase order(s). Notwithstanding the foregoing, CBSH shall have no obligation to manufacture a replacement Batch, and shall have no liability to SERAGEN whatsoever, unless it is determined in accordance with the procedures set forth in Section 2.14(c) that any one of any combination of events set forth in subsections (i) through (vi) of this Section 2.14(d) have resulted in the Batch of Fermentation Pellets, First Gen PDS and/or Second PDS being non-conforming. SERAGEN acknowledges and agrees that, except for the indemnifications provided in Article VII hereunder, its sole remedy with respect to nonconforming Fermentation Pellets, First Gen PDS and/or Second Gen PDS is as set forth in this Section 2.14, and in furtherance thereof, SERAGEN hereby waives all other remedies at law or in equity regarding the foregoing claims. In the event that a replacement Batch is commenced prior to a final determination, in accordance with Section 2.14(c), as to the cause of a non-conforming Batch, and the Parties subsequently determine that the replacement Batch is not required, SERAGEN...
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Replacement of Nonconforming Product. Buyer shall receive the Product subject to inspection and approval of the lot or lots, or submitted samples from the lots, by Buyer’s quality control personnel within a reasonable time after receipt. If Buyer finds that a shipment of Product fails to conform to the Specifications, quality control standards as provided by Buyer to Seller, government standards or regulations, the purchase order, or the shipment sheet attached to the shipments of Product, Buyer shall, within thirty (30) days of receipt of such shipment, notify the Seller in writing detailing such non-conformity, or in case of a latent defect, Buyer shall notify Seller in writing detailing such latent defect within six (6) months of receipt of such non-conforming shipment. Payments by Buyer for any quantity of the Product shall not constitute approval or acceptance of such Product. If any quantity of the Product is defective or does not conform to the samples, Specifications, government standards or regulations, the purchase order, or the shipment sheet attached to the shipments of Product Buyer may, at its option, reject all of such quantity, accept all of such quantity, or accept any commercial unit or units of such quantity and reject the rest. If Seller rejects all or a portion of any shipment, Seller shall, at Buyer’s sole discretion, either (a) replace the non-conforming Product at no additional cost to Buyer within ten (10) days of Buyer’s notice of non-conforming goods; or (b) refund the portion of the sales price pertaining to the non-conforming shipment applicable thereto with ten (10) days of Buyer’s notice of non-conforming goods. Seller shall assume all costs of transportation and handling both ways and/or reimburse Buyer for any such costs paid by Buyer related to any such rejected Product.
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Related to Replacement of Nonconforming Product

  • Non-Conforming Product If Reliant notifies Cardinal Health during the Review Period that the Manufacturing Sample does not conform to the warranty set forth in Section 13.1 and Cardinal Health agrees with Client’s determination, Client shall not be responsible to pay for such batch (the “Defective Product”), and Cardinal Health shall, at Reliant’s option, either (A) replace any Batch of non-conforming Product, or (B) credit any payments made by Reliant for such Batch. If Cardinal Health does not agree with Reliant’s determination that such Product fails to meet the warranty set forth in Section 13.1, then after reasonable efforts to resolve the disagreement, the Parties shall cause a mutually acceptable independent third party to review records, test data and to perform comparative tests and/or analyses on the Manufacturing Sample. The results of the independent review shall be final and binding. Unless otherwise agreed to by the Parties in writing, the costs associated with such testing and review shall be borne by the non-prevailing Party. THE OBLIGATION OF CARDINAL HEALTH TO (A) REPLACE DEFECTIVE PRODUCT IN ACCORDANCE WITH THE SPECIFICATIONS OR CREDIT PAYMENTS MADE BY RELIANT FOR DEFECTIVE PRODUCT AND (B) REIMBURSE RELIANT FOR API LOST IN THE DEFECTIVE BATCH, SUBJECT TO THE LIMITATIONS IN ARTICLE 15.1, SHALL BE RELIANT’S SOLE AND EXCLUSIVE REMEDY (WITHOUT PREJUDICE TO ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1 OR THE OBLIGATIONS OF SECTION 10.6 (RECALL)) UNDER THIS ARTICLE FOR DEFECTIVE PRODUCT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

  • Defective Product If Client rejects Products under Section 6.1 and the deviation is determined to have arisen from Patheon’s failure to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, Patheon will credit Client’s account for Patheon’s invoice price for the defective Products. If Client previously paid for the defective Products, Patheon will promptly, at Client’s election, either: (i) refund the invoice price for the defective THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Products; (ii) offset the amount paid against other amounts due to Patheon hereunder; or (iii) replace the Products with conforming Products without Client being liable for payment therefor under Section 3.1, contingent upon the receipt from Client of all Active Materials and Client-Supplied Components required for the manufacture of the replacement Products. For greater certainty, Patheon’s responsibility for any loss of Active Materials in defective Product will be captured and calculated in the Active Materials Yield under Section 2.2.

  • Defective Products None of the Group Companies has manufactured, sold or supplied products which are, or were, in any material respect, faulty or defective, or which do not comply in any material respect with any representations or warranties expressly made by such Group Company, or with all applicable regulations, standards and requirements.

  • Supply of Materials Unless the parties otherwise agree in a Work Order, Manufacturer will supply, in accordance with the relevant approved raw material specifications, all materials to be used by Manufacturer in the performance of Services under a Work Order other than the Rhythm Materials specified in such Work Order. Rhythm or its designees will provide Manufacturer with the Rhythm Materials. Manufacturer agrees (a) to account for all Rhythm Materials, (b) not to provide Rhythm Materials to any third party (other than an Affiliate acting as a permitted subcontractor) without the express prior written consent of Rhythm, (c) not to use Rhythm Materials for any purpose other than conducting the Services, including, without limitation, not to analyze, characterize, modify or reverse engineer any Rhythm Materials or take any action to determine the structure or composition of any Rhythm Materials unless required * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. pursuant to a signed Work Order, and (d) to destroy or return to Rhythm all unused quantities of Rhythm Materials according to Rhythm’s written directions.

  • Product Specifications The Company agrees that all Products sold to Xxxx hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.

  • Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

  • Product The term “

  • Removal of Equipment Lessee shall have and is hereby given and granted twelve (12) months after a valid forfeiture, cancellation or other termination of this lease to remove from said property all buildings, structures, warehouse stocks, merchandise, materials, tools, hoists, compressors, engines, motors, pumps, transformers, electrical accessories, metal or wooden tanks, pipes and connections, rails, mine cars and any and all machinery, trade fixtures, and equipment erected or placed in or upon said property by it, provided that such right of removal shall not extend to foundations and mine timbers in place unless Lessor shall have given his previous written consent thereto. If Lessee is hampered by snowdrifts, washouts, inclement weather, or other climatic conditions, from completing the removal of said property and equipment within the time specified, then Lessor agrees to extend the time by a reasonable period if requested by Lessee.

  • API A. Reliant shall supply to Cardinal Health for Manufacturing and Packaging, at Reliant’s sole cost, the API and applicable reference standards in quantities sufficient to meet Reliant’s requirements for each Product as further set forth in Article 4. Prior to delivery of any of the API or reference standard to Cardinal Health for Manufacturing and Packaging, Reliant shall provide to Cardinal Health a copy of the API Material Safety Data Sheet (“MSDS”), as amended, and any subsequent revisions thereto. Reliant shall supply the API, reference standards, and Certificate of Analysis FOB the Facility no later than thirty (30) days before the scheduled Manufacture Date upon which such API will be used by Cardinal Health. Upon receipt of the API, Cardinal Health shall conduct identification testing of the API. Cardinal Health shall use the API solely and exclusively for Manufacturing and Packaging under this Agreement. The maximum volume of API that Reliant supplies to Cardinal Health shall not exceed the amount reflected in the Firm Commitment and the next six (6) months of the Rolling Forecast.

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