Common use of Replacement of Nonconforming Shipment Clause in Contracts

Replacement of Nonconforming Shipment. Buyer shall have a period of fifteen (15) Business Days from the date of its receipt of a shipment of Product to inspect and reject such shipment for non-conformance with the Product Specifications based on the outward appearance of such shipment or any other non-conformance determined by Buyer's normal incoming-goods inspections procedures. If Buyer rejects such shipment, it shall promptly so notify Seller and provide to Seller samples of such shipment for testing. if Seller determines that such shipment did conform to the Product Specifications, the Parties shall, if agreed to be relevant, submit samples of such shipment to a mutually acceptable independent laboratory for testing. If such independent laboratory determines that the shipment conformed to the Product Specifications, Buyer shall bear all expenses of shipping and testing such shipment samples and shall be obligated to accept and pay for such shipment. If Seller or such independent laboratory confirms that such shipment did not meet the Product Specifications, Seller shall replace, at no cost to Buyer, that portion of the Product shipment that does not conform to the Product Specifications, and shall bear all expenses of shipping and testing the shipment samples, including any costs incurred by Buyer in returning such Product to Seller or its nominee. Any non-conforming portion of any shipment shall be disposed of as directed by Seller, at Seller's expense. Any Product that Buyer does not reject pursuant to this SECTION 2.4 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed fully waived and released by Buyer, except as to defects that are not reasonably discovered or detected by the inspection required under Buyer's normal incoming-goods inspection procedures. Notwithstanding the foregoing, this SECTION 2.4 shall not limit any liability of Seller under SECTION 3.1(c).

Replacement of Nonconforming Shipment. Buyer Company shall have a period of fifteen thirty (1530) Business Days days from the date of its receipt of a shipment of Product to inspect and reject such shipment for non-conformance nonconformance with the Product Specifications based on the outward appearance of such shipment or any other non-conformance determined by Buyer's normal incoming-goods inspections proceduresSpecifications. If Buyer Company rejects such shipment, it shall promptly so notify Seller Hospira and provide to Seller Hospira samples of such shipment for testing. if Seller If Hospira tests such samples and determines that such shipment it did conform to the Product Specifications, the Parties shall, if agreed to be relevant, parties shall submit samples of such shipment to a mutually acceptable independent laboratory for testing. If such independent laboratory determines that the shipment conformed to the Product Specifications, Buyer Company shall bear all expenses of shipping and testing such shipment samples and shall be obligated to accept and pay for such shipmentsamples. If Seller Hospira or such independent laboratory confirms that such shipment did not meet the Product Specifications, Seller Hospira shall replace, at no cost to BuyerCompany, that portion of the Product shipment that which does not conform to the Product Specifications, and shall bear all expenses of shipping and testing the shipment samples, including any costs incurred provided that such failure to meet the Specifications was not due to nonconforming API supplied by Buyer in returning such Product to Seller or its nomineeCompany. Any non-conforming nonconforming portion of any shipment shall be disposed of as directed by SellerHospira, at Seller's Hospira’s expense. Any Product that Buyer Company does not reject pursuant to this SECTION 2.4 Section 5.3(e) shall be deemed accepted, and all claims with respect to for replacement of Product not conforming with Product Specifications shall be deemed fully waived and released by BuyerCompany, except as to latent defects that which (i) are not reasonably discovered or detected discoverable, (ii) render the Product not conforming to Product Specifications, and (iii) are solely caused by the inspection required under Buyer's normal incoming-goods inspection procedures. Notwithstanding the foregoing, this SECTION 2.4 shall not limit any liability of Seller under SECTION 3.1(c)Hospira.

Replacement of Nonconforming Shipment. Buyer Hospira will include a Certificate of Analysis with each batch of Product confirming that the Product has been manufactured in conformity with all applicable quality standards and practices. Theratechnologies shall have a period of fifteen (15) Business Days [Redacted: Term] from the date of its receipt of a shipment of Product to inspect and reject such shipment for non-conformance nonconformance with the Product Specifications based on Specifications. Theratechnologies will refer to applicable sections of the outward appearance United States Pharmacopeia (USP) for testing instructions with reference to Product. Hospira will confirm appropriate interpretation by Theratechnologies of such shipment or any other non-conformance determined by Buyer's normal incoming-goods inspections proceduresUSP test procedures if requested. If Buyer Theratechnologies rejects such shipment, it shall promptly so notify Seller Hospira and provide to Seller Hospira samples of such shipment for testing. if Seller If Hospira tests such shipment and determines that such shipment it did conform to the Product Specifications, the Parties shall, if agreed to be relevant, parties shall submit samples of such shipment to a mutually acceptable independent laboratory for testing. If such independent laboratory determines that the shipment conformed to the Product Specifications, Buyer Theratechnologies shall bear all expenses of shipping and testing such shipment samples and shall be obligated to accept and pay for such shipmentsamples. If Seller Hospira or such independent laboratory confirms that such shipment did not meet the Product Specifications, Seller Hospira shall replace, at no cost to BuyerTheratechnologies, that portion of the Product shipment that which does not conform to the Product Specifications, and shall bear all expenses of shipping and testing the shipment samples, including any costs incurred by Buyer in returning such Product to Seller or its nominee. Any non-conforming nonconforming portion of any shipment shall be disposed of as directed by Seller, at Seller's expenseHospira,[Redacted: Expense]. Any Product that Buyer Theratechnologies does not reject pursuant to this SECTION 2.4 Section 4.6 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed fully waived and released by BuyerTheratechnologies, except as to latent defects that which are not reasonably discovered or detected discoverable, render the Product not conforming to Product Specifications, and are solely caused by the inspection required under Buyer's normal incoming-goods inspection procedures. Notwithstanding the foregoing, this SECTION 2.4 shall not limit any liability of Seller under SECTION 3.1(c)Hospira.

Replacement of Nonconforming Shipment. Buyer (a) Genzyme shall have a period of fifteen (15) Business Days [**] days from the date of its receipt of a shipment of any Product or Product samples to inspect and reject such shipment for non-conformance nonconformance with the Product Specifications based on the outward appearance of such shipment or any other non-conformance determined by Buyer's normal incoming-goods inspections proceduresSpecifications. If Buyer Genzyme rejects such shipment, it shall promptly so notify Seller Hospira and if necessary provide to Seller Hospira samples of such shipment for testing. if Seller If Hospira tests such shipment and determines that such shipment it did conform to the Product Specifications, the Parties shall, if agreed to be relevant, shall submit samples of such shipment to a mutually acceptable independent laboratory for testing. If such independent laboratory determines that the shipment [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. conformed to the Product Specifications, Buyer Genzyme shall bear all expenses of shipping and testing such shipment samples and shall be obligated to accept and pay for such shipmentsamples. If Seller Hospira or such independent laboratory confirms that such shipment did not meet the Product Specifications, Seller Hospira shall replace, at no cost to BuyerGenzyme, that portion of the Product shipment that which does not conform to the Product SpecificationsSpecifications provided Genzyme provides sufficient Bulk to Hospira, and shall bear all expenses of shipping and testing the shipment samples. Genzyme’s duty to pay all amounts payable to Hospira in respect of the rejected Product shall be suspended until Hospira replaces all nonconforming Product in accordance with this Section 5.9. Hospira shall reimburse Genzyme for Bulk in an amount equal to [**] per occurrence; provided, including any costs incurred by Buyer however, that the Parties hereby agree to [**], as described in returning such Product to Seller or its nominee. Article 12 of this Agreement. (b) Any non-conforming nonconforming portion of any shipment shall be disposed of as directed by SellerHospira, at Seller's Hospira’s expense. In lieu of receiving replacement Product, Genzyme may request that Hospira provide a credit to Genzyme for the amount, if any, previously paid by Genzyme to Hospira on account of the Product in question. Any Product that Buyer Genzyme does not reject pursuant to this SECTION 2.4 Section 5.9 shall be deemed accepted, and all claims with respect to Product not conforming with Product Specifications shall be deemed fully waived and released by BuyerGenzyme, except as to latent defects that which are not reasonably discovered or detected discoverable, render the Product not conforming to Product Specifications, and are solely caused by Hospira. The Parties shall consult to confirm the inspection required under Buyer's normal incoming-goods inspection procedurescause of the latent defect. Notwithstanding If it is confirmed that the foregoingcause of the defect is solely attributable to Hospira, this SECTION 2.4 shall not limit any liability of Seller under SECTION 3.1(c)then Hospira will replace at no cost to Genzyme all such defective Products with Products that meet the Product Specifications.