RETURN, REWORK & SCRAPPING. Upon receipt of GOODS, BUYER shall inspect such GOODS for conformance with the SPECIFICATIONS. Any GOODS not rejected within [*] will be deemed accepted; provided, however, that such acceptance of GOODS shall not constitute a waiver of any claim BUYER may have under this AGREEMENT, including, but not limited to, claims under Section 9. Upon SELLER’s receipt of a notice of nonconformance from BUYER with respect to rejected GOODS, (i) SELLER will rework or replace defective GOODS and materials, at no additional cost to BUYER; or (ii) BUYER may return such GOODS for credit to BUYER, at the full PRICE, plus the actual, expenses incurred by BUYER in returning the GOODS to SELLER (such as packaging and transportation costs) ; or (iii) SELLER and BUYER may agree to alternative solutions; however, BUYER is always free to elect either (i) or (ii) above. In the event of any dispute regarding whether any GOODS rejected by BUYER conform to the SPECIFICATIONS, the parties shall submit such GOODS for testing by an independent laboratory to determine whether such GOODS do or do not meet the SPECIFICATIONS. The non-prevailing party shall pay the fees for such testing and the costs associated with shipping the GOODS to the laboratory for testing. The rights and remedies set forth in this Section 3.1 are not exclusive and nothing herein shall limit the rights and remedies either party may have under this AGREEMENT or at LAW. In accordance with the approach set forth in Recital D of this AGREEMENT, the PARTIES will evaluate increases or adjustments to the thirty day rejection period described above in the event of changes in product characteristics or stability. *Confidential Treatment Requested.
RETURN, REWORK & SCRAPPING. Any GOODS DELIVERED by SELLER to BUYER that are not in full compliance with this AGREEMENT may, upon mutual agreement between BUYER and SELLER within [**] after BUYER's notice to SELLER be (i) returned to SELLER at SELLER's expense for credit to BUYER at the full price plus all costs and expenses associated with such return, including, without limitation, payment or reimbursement for customs duties and freight charges; or (ii) if approved by SELLER, destroyed by BUYER, at SELLER's expense, in which case BUYER shall be relieved of any payment obligations with respect to such GOODS. The rights and remedies set forth in this Section are not exclusive and nothing herein shall limit the rights and remedies either PARTY may have under this AGREEMENT or at LAW. The judgment of the non-conforming GOODS should be based on mutual understanding. BUYER should send to SELLER the non-conforming GOODS report and alleged non-conforming GOODS (hereinafter referred to as "Sample"). On the receipt of concerned Sample, SELLER will analyze it and make a written report to BUYER within [**] as from the receipt of the Sample. If SELLER agrees that such Samples are non-conforming, SELLER will replace such non-conforming GOODS with conforming GOODS and reimburse the actual cost such as sample delivery cost and defective product disposal cost.
RETURN, REWORK & SCRAPPING. Any GOODS DELIVERED (as defined below) by SELLER to BUYER that are not in full compliance with the SPECIFICATIONS may, upon mutual agreement between BUYER and SELLER made within five (5) calendar days after BUYER’S notice to SELLER, be (i) returned to SELLER at SELLER’s expense for credit to BUYER at the full PRICE (as defined below) plus all costs and expenses associated with such return, including, without limitation, payment or reimbursement for customs duties and freight charges; (ii) scrapped by BUYER, at SELLER’s expense, in which case BUYER shall be relieved of any payment obligations with respect to such GOODS, or (iii) reworked by SELLER, at SELLER’s expense. The rights and remedies set forth in this Section are not exclusive and nothing herein shall limit the rights and remedies either PARTY may have under this AGREEMENT or at LAW (as defined below). “***” DENOTES INFORMATION OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT “***” DENOTES INFORMATION OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT 4 QUANTITY
