Sales Returns. In the event the goods are defective or do not conform to the specifications in any way the Customer must notify the Company within seven working days of receipt of the goods by notice in writing and the goods must be forthwith returned at the Customer’s expense to the Company. The Company may then review the goods and at its sole discretion may repair or replace the goods. The Customer may not return the goods in any other circumstances.
Sales Returns and Allowances shall mean, in the same Calendar Quarter for which Gross Sales are calculated, the sum of (a) and (b), where::
(a) is a provision, determined by MedImmune under U.S. GAAP (and other allowances and expenses directly related to sales) for sales of Licensed Product in the Territory for:
(i) trade, cash and quantity discounts on Licensed Product, including promotional or similar discounts or rebates and discounts or rebates to governmental or managed care organizations (other than price discounts granted at the time of invoicing and which are already included in the determination of Gross Sales),
(ii) credits or allowances given or made for rejection or return of previously sold Licensed Product(s) or for rebates, chargebacks or retroactive price reductions (including Medicare, Medicaid and similar types of rebates and chargebacks),
(iii) taxes, duties or other governmental charges levied on sale, transportation or delivery of Licensed Product, as adjusted for rebates and refunds (excluding income and franchise taxes),
(iv) charges for freight and insurance directly related to the distribution of Licensed Product, and
(v) credits for allowances given or made for wastage replacement, indigent patient and any other sales programs for Licensed Product;
(vi) Administrative fees paid to group purchasing organizations, managed care entities or other similar types of organizations or networks participating in the distribution and/or sale of Licensed Product. Representative examples of such fees are fees for the management of a product distribution network, dissemination of information, and submission of data regarding product purchases.
(vii) a reasonable allowance for bad debt.
(b) any periodic adjustment of the provision determined in (a) to reflect amounts actually incurred by MedImmune or its Sublicensees in the Territory, in a prior Calendar Quarter, for items (i), (ii), (iii), (iv), (v) and (vi) in clause (a).
Sales Returns. In order to reimburse Buyer for any returns in the first ninety (90) days after Closing for sales made by Seller prior to Closing, Seller agrees that Buyer may deduct such costs (or lost profits), both net of inventory costs, incurred by Buyer from the principal balance owing under the Note as defined in Section 4(b) below. Such reimbursements will be paid to the Buyer by the Seller in cash or shall be taken by the Buyer as a credit against the outstanding balance of the Note. All of the liabilities described in this Section 2 as being assumed by Buyer are referred to herein collectively as the "Assumed Liabilities".
Sales Returns. In order to reimburse Buyer for any returns in the first ninety (90) days after Closing for sales made by PO prior to Closing, Seller agrees that Buyer may deduct such costs (or lost profits), both net of inventory costs, incurred by Buyer from the principal balance owing under the Note. Such reimbursements will be taken by the Buyer as a credit against the outstanding balance of the Note. This sale and conveyance is made WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE QUALITY, CONTENT OR CONDITION OF THE GOODS, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, OR FITNESS OF THE GOODS FOR A PARTICULAR PURPOSE. Buyer buys the goods described above in an "AS IS" and "WHERE IS" condition subject to the applicable provisions of the Uniform Commercial Code, including, but not limited to, Section 9-504. Buyer agrees that in no event shall Seller be liable for any direct, indirect, incidental or consequential damages in connection with this sale, whatsoever or howsoever caused.
Sales Returns. BAC shall be responsible for any sales returns related to sales made at the Store on or after the Effective Date, in connection with BAC's operation and management of the Store; provided, however, such sales returns shall be subject to the return policy established by BAC. Any sales returns related to sales made at the Store prior to the Effective Date (hereinafter referred to as "the 2Connect Return Sales", in the plural, and as "2Connect Return Sale", in the singular) shall be dealt with by BAC pursuant to 2Connect's return policy in existence before the Effective Date. 2Connect acknowledges, agrees, represents, and warrants that such return policy requires each customer to submit each sales return within thirty (30) days after purchase and to present a sales receipt with respect to such sales return; provided, however, any clearance merchandise sold by 2Connect as is, without the right to refund, return, or exchange, does not entitle the customer to return such merchandise, and BAC shall not be obligated to accept the return of such merchandise. BAC shall not be obligated to take possession of any 2Connect Return Sale, unless the customer has satisfied all requirements of 2Connect's return policy. If a 2Connect Return Sale received by BAC is of the identical kind and character as an item constituting part of the BAC Assortment Inventory and is saleable, 2Connect shall be obligated to reimburse BAC for an amount equal to the excess of the sum returned to the customer by BAC over 2Connect's original cost of the item returned by such customer; provided further, BAC shall accept such 2Connect Return Sale as an addition to the BAC Assortment Inventory, and BAC shall be entitled to retain all proceeds from the resale thereof. If a 2Connect Return Sale received by BAC is defective or damaged, it shall be deemed unsaleable, and 2Connect shall be obligated to reimburse BAC for an amount equal to the amount returned to the customer by BAC; provided, further, such 2Connect Return Sale shall be delivered to 2Connect, at 2Connect's sole expense, for disposition by 2Connect. Notwithstanding any contrary provision contained in the immediately preceding sentence, 2Connect shall not incur any obligation with respect to a particular defective or damaged 2Connect Return Sale unless such 2Connect Return Sale is returned by the customer during the period beginning on the Effective Date and ending thirty (30) days thereafter. If a 2Connect Return Sale received by BAC is not ...
Sales Returns. Licensor shall be responsible for the initial $[**] of Product plus [**]% of net sales of Mothers Day gift sets (at wholesale prices) physically returned by U.S. Department Store Customers or destroyed in the field with the authorization of current sales management. Licensor shall be responsible for all product returned from all other customers or destroyed in the field with the authorization of other customers. Licensor has provided Licensee a list of open approved return authorizations, and Licensee has provided to Licensor a list of return authorizations to be issued through the date of close. Any additional return authorizations shall be received by May 31, 2000. Inventory returned up to $[**] and greater than [**]% of net sales of Mothers Day gift sets which can be refurbished for future sale will be so refurbished by Licensor and sold to Licensee at Licensor's cost. Licensee will pay Licensor the wholesale value of returns by U.S. Department Store Customers physically accepted by Licensor or authorized as destroyed in the field by Licensee above the initial $[**] plus [**]% of net sales of Mothers Day sets, and such goods will be for the account of the Licensee, without further costs. Licensee shall have the right to authorize return authorizations on Licensor's behalf and to cancel Licensor's previously made return authorizations subject to the provisions of the immediately preceding paragraph. However, such right is conditioned upon Licensee's obligation to report any such actions pertaining to old allowances and all new allowances authorized by Licensee on Licensor's behalf. Allowance reports will be updated and reported to Licensor within ten days of close, and on a thirty day basis thereafter subject to a Licensor's right of audit pursuant to paragraph 40. Payment due under this section will be made to Licensor by Licensee within 30 (thirty) days of receipt of such inventory by Licensee.
