Common use of Warranty Inspection Clause in Contracts

Warranty Inspection. Goods and Material made in accordance with UCB's specifications and drawings shall not be furnished or quoted to any other person or concern without UCB's written consent. In the event of conflict between specifications, drawings, samples, designated type, part number or catalog description, the specifications shall govern over drawings, drawings over samples, whether or not approved by UCB, and samples over designated type, part number or catalog description. In case of ambiguity in the specifications, drawing, or other requirements of this Purchase Order, Seller must, before proceeding, consult UCB, whose written interpretation shall be final. Seller warrants the Goods and Materials delivered or Services rendered on this Purchase Order to be merchantable within the means of the Uniform Commercial Code and fit for their intended purpose. In addition, said Goods, Material or Services shall be free from defects, whether latent or patent, in labor, workmanship, materials, and design, and shall be in accordance with UCB's specifications, drawings, samples or other written or physical descriptions or guides and shall be suitable for the intended use. Seller warrants that it has good and marketable title to the Goods or Materials furnished. These warranties shall survive acceptance and payment. Seller shall be liable for and save UCB harmless from any loss, damage, or expense whatsoever that UCB may suffer from breach of any of these warranties. All material and workmanship shall be subject to inspection by UCB, its agents, servants, employees, officers and directors before and after delivery. UCB may accept any Goods or Material that conforms to Seller's warranties and upon discovery of Goods or Materials not so conforming may reject or keep and rework any such Good or Material not so conforming. UCB may make 100% inspection or reject an entire shipment if UCB sampling plan indicates rejection at the 1% acceptable quality level (or such greater or lesser percentage as UCB and Seller may agree upon in writing). Cost of rework, inspection, transportation, repacking and/or reinspection by UCB shall be at Seller's expense.

Warranty Inspection. Goods and Material made in accordance with UCB's specifications and drawings shall not be furnished or quoted to any other person or concern without UCB's written consent. In the event of conflict between specifications, drawings, samples, designated type, part number or catalog description, the specifications shall govern over drawings, drawings over samples, whether or not approved by UCB, and samples over designated type, part number or catalog description. In case of ambiguity in the specifications, drawing, or other requirements of this Purchase Order, Seller must, before proceeding, consult UCB, whose written interpretation shall be final. (a) Seller warrants that the Goods and Materials delivered or Services rendered on goods covered by this Purchase Order to be merchantable within the means of the Uniform Commercial Code and fit for their intended purpose. In addition, said Goods, Material or Services shall be free from defectsdefects in material, whether latent or patent, in labor, workmanship, materials, and design, workmanship and title, shall be fit and sufficient for the purpose intended, shall be merchantable and shall be in accordance with UCB's conform to the specifications, drawings, samples or other written descriptions furnished or physical descriptions specified by Buyer. (b) All goods or guides and parts thereof shall be suitable subject to inspection by Buyer for the intended usea reasonable period after receipt thereof by Buyer. No payment prior to rejection shall be deemed to be an acceptance. Buyer's right to reject may be based on inspection by reasonable sampling. When Seller warrants that it has good is supplying or furnishing goods in accordance with Buyer's specifications, Buyer may inspect such goods at reasonable times during any state of manufacturing, and marketable title Buyer may also inspect Seller's manufacturing facilities at any reasonable time. (c) If, prior to the Goods expiration of thirty-six (36) months from the date of Buyer's sale of any goods delivered pursuant to this Purchase Order, such goods do not meet or Materials furnishedsatisfy any one or more of the warranties contained in subparagraph (a) of this Paragraph 7, Buyer, at its option, (1) may require Seller to make at the location of such goods any corrections in the such goods that are necessary to conform such goods to the requirements of the warranties, or (2) may require Seller to make available, in accordance with Buyer's instructions, a repaired or replacement part, product or goods, at Buyer's plant or branch or its dealer's or other customer's place of business, or (3) may revoke its acceptance of such goods and return them to Seller at Seller's risk, or (4) exercise any other remedy provided by law or equity, and Seller shall pay, compensate or reimburse Buyer for all inspection, packing, handling, sorting, storage, transportation and other incidental costs or expenses incurred in connection with the revocation and return of such goods. These warranties shall survive acceptance If Buyer notifies Seller to perform in accordance with either of Buyer's first two options, and paymentSeller fails to commence performance within forty-eight (48) hours after the receipt of such notice or to continue to perform thereafter in good faith, Buyer may at Seller's cost and expense either correct any defect or deficiency or have such defect or deficiency corrected or may exercise any other remedy provided by law or equity. If Buyer exercises its option to require Seller to furnish repaired or replacement parts, product or goods at Buyer's plant or branch or its dealer's or other customer's place of business. Seller shall be liable for any costs and save UCB harmless from expenses incurred by or on behalf of Buyer in connection with the installation of such repaired or replacement part, product or goods. If Buyer exercises its option to revoke and return any lossdefective or non-conforming goods, any amount theretofore paid by Buyer for such goods shall be promptly repaid to Buyer by Seller, and Buyer shall be credited with any unpaid amount charged to Buyer for such goods. (d) Seller shall bear the risk of loss of injury due to defective goods at all times, and Seller shall be liable to Buyer for any incidental or consequential damages caused by or necessitated by such defective products. (e) The supplier agrees to carry product liability insurance and name Buyer as additional insured for all products supplied to Buyer. (f) The supplier will reimburse the purchaser for manufacture defects, part damage, and against claims from it"s customers at cost plus 45%, labor and freight for a period not less than three years from date of sale for all warranty claims submitted. (g) If, at any time, Seller does not deliver to Buyer goods, which were to be delivered pursuant to this Purchase Order or expense whatsoever that UCB release, as applicable, Seller, unless such goods may suffer from breach be used by the general trade and are not specifically manufactured in accordance with Buyer's design or specifications or under Buyer's trademark or patent shall destroy such goods, and such goods shall not be sold or offered for sale to anyone except for purposes of any of these warranties. All material and workmanship shall be subject to inspection by UCB, its agents, servants, employees, officers and directors before and after delivery. UCB may accept any Goods or Material that conforms to Seller's warranties and upon discovery of Goods or Materials not so conforming may reject or keep and rework any such Good or Material not so conforming. UCB may make 100% inspection or reject an entire shipment if UCB sampling plan indicates rejection at the 1% acceptable quality level (or such greater or lesser percentage as UCB and Seller may agree upon in writing). Cost of rework, inspection, transportation, repacking and/or reinspection by UCB shall be at Seller's expensescrap.

Warranty Inspection. Vendor shall not furnish or disclose to any person or entity any Goods and or Material made in accordance with UCBXXXXXXX's specifications and drawings shall not be furnished or quoted to any other person or concern without UCBXXXXXXX's prior written consent. In the event of a conflict between or among the specifications, drawings, samples, designated type, part number or catalog description, the specifications shall govern over drawings; drawings, drawings over samples, whether or not approved by UCBLANNETT; and samples, and samples over designated type, part number or catalog description. In case of any ambiguity in the specifications, drawing, or other requirements of this Purchase Order, Seller Vendor must, before proceedingcommencing any work hereunder, consult UCBXXXXXXX, whose written interpretation shall be final. Seller Vendor represents and warrants that the Goods and Materials delivered Goods, Material or Services rendered on furnished under this Purchase Order to be merchantable within the means meaning of the Uniform Commercial Code and fit for their intended purpose. In addition, said Goods, Material or Services shall be performed in accordance with highest standards, in a workmanlike manner, free from defects, whether latent or patent, in labor, workmanship, materials, and design, and shall be in accordance with UCBXXXXXXX's specifications, drawings, samples or other written or physical descriptions or guides and shall be suitable for the intended use. Seller Vendor warrants that it has good and marketable title to the Goods or Materials Material furnished. These The representations and warranties set forth herein shall survive acceptance of this Purchase Order, any payment hereunder, and payment. Seller shall be liable for the expiration and save UCB harmless from any loss, damage, or expense whatsoever that UCB may suffer from breach of any of these warrantiestermination hereof. All material Goods, Material and workmanship Services shall be subject to inspection by UCB, XXXXXXX and its agents, servants, employees, officers and directors before and after delivery. UCB LANNETT may accept any Goods or Goods, Material and Services that conforms to SellerVendor's representations and warranties and and, upon discovery of Goods or Materials Goods, Material and Services are not so conforming conforming, may reject or keep and rework any such Good or Goods, Material not so conformingand Services. UCB XXXXXXX may make 100% inspection or reject inspect an entire shipment and reject such shipment if UCB sampling plan indicates rejection at the 1% XXXXXXX determines, in its sole judgment, that such shipment is below an acceptable quality level (or such greater or lesser percentage as UCB and Seller may agree upon in writing)level. Cost of rework, inspection, transportation, repacking and/or reinspection by UCB XXXXXXX shall be at SellerVendor's cost and expense. XXXXXXX’s signature on any shipping/receiving, acknowledgment or other like documents shall not constitute (i) acceptance of the Goods, Materials or Services, (ii) acceptance of any different terms or conditions, or (iii) an acknowledgement of the condition of Goods, Materials or Services, but shall only acknowledge the receipt of a shipment. Without limiting any of Vendor's rights provided by law or by this Purchase Order, Vendor shall, upon request of XXXXXXX and at Vendor's risk and expense, immediately replace any Goods, Materials or Services rightfully rejected by XXXXXXX and immediately deliver such replacement Goods, Materials and Services to Vendor's facility. If the Goods, Materials and Services fail any of XXXXXXX's tests, Xxxxxx agrees to reimburse LANNETT for any and all costs of testing, and all costs to ship any backorders for products that go out of stock due to a rejection based on failure to meet XXXXXXX’s specifications. If after being requested by XXXXXXX to replace any Goods, Materials and Services, the Vendor fails to promptly correct such defective item within the delivery schedule: LANNETT may, at its option: (i) by contract or otherwise replace such Goods, Materials and Services, and charge to Vendor any additional costs incurred by XXXXXXX that are in excess of the original costs of the rejected Goods, Materials and Services and any other incidental or consequential costs, (ii) without further notice terminate this Purchase Order for default, or (3) require an appropriate reduction in price. Payment for or use of the Goods, Materials and Services prior to inspection shall not constitute acceptance thereof and shall be made without prejudice to any and all claims that XXXXXXX may have against Vendor.

Warranty Inspection. Vendor shall not furnish or disclose to any person or entity any Goods and or Material made in accordance with UCBXXXXXXX's specifications and drawings shall not be furnished or quoted to any other person or concern without UCBXXXXXXX's prior written consent. In the event of a conflict between or among the specifications, drawings, samples, designated type, part number or catalog description, the specifications shall govern over drawings; drawings, drawings over samples, whether or not approved by UCBLANNETT; and samples, and samples over designated type, part number or catalog description. In case of any ambiguity in the specifications, drawing, or other requirements of this Purchase Order, Seller Vendor must, before proceedingcommencing any work hereunder, consult UCBXXXXXXX, whose written interpretation shall be final. Seller Vendor represents and warrants that the Goods and Materials delivered Goods, Material or Services rendered on furnished under this Purchase Order to be merchantable within the means meaning of the Uniform Commercial Code and fit for their intended purpose. In addition, said Goods, Material or Services shall be performed in accordance with highest standards, in a workmanlike manner, free from defects, whether latent or patent, in labor, workmanship, materials, and design, and shall be in accordance with UCBXXXXXXX's specifications, drawings, samples or other written or physical descriptions or guides and shall be suitable for the intended use. Seller Vendor warrants that it has good and marketable title to the Goods or Materials Material furnished. These The representations and warranties set forth herein shall survive acceptance of this Purchase Order, any payment hereunder, and payment. Seller shall be liable for the expiration and save UCB harmless from any loss, damage, or expense whatsoever that UCB may suffer from breach of any of these warrantiestermination hereof. All material Goods, Material and workmanship Services shall be subject to inspection by UCB, XXXXXXX and its agents, servants, employees, officers and directors before and after delivery. UCB LANNETT may accept any Goods or Goods, Material and Services that conforms to SellerVendor's representations and warranties and and, upon discovery of Goods or Materials Goods, Material and Services are not so conforming conforming, may reject or keep and rework any such Good or Goods, Material not so conformingand Services. UCB XXXXXXX may make 100% inspection or reject inspect an entire shipment and reject such shipment if UCB sampling plan indicates rejection at the 1% XXXXXXX determines, in its sole judgment, that such shipment is below an acceptable quality level (or such greater or lesser percentage as UCB and Seller may agree upon in writing)level. Cost of rework, inspection, transportation, repacking and/or reinspection by UCB XXXXXXX shall be at SellerVendor's cost and expense.. XXXXXXX’s signature on any shipping/receiving, acknowledgment or other like documents shall not constitute (i) acceptance of the Goods, Materials or Services, (ii) acceptance of any different terms or conditions, or (iii) an acknowledgement of the condition of Goods, Materials or Services, but shall only acknowledge the receipt of a shipment. Without limiting any of Vendor's rights provided by law or by this Purchase Order, Vendor shall, upon request of XXXXXXX and at Vendor's risk and expense, immediately replace any Goods, Materials or Services rightfully rejected by XXXXXXX and immediately deliver such replacement Goods, Materials and Services to Vendor's facility. If the Goods, Materials and Services fail any of XXXXXXX's tests, Xxxxxx agrees to reimburse LANNETT for any and all costs of testing, and all costs to ship any backorders for products that go out of stock due to a rejection based on failure to meet XXXXXXX’s specifications. If after being requested by XXXXXXX to replace any Goods, Materials and Services, the Vendor fails to promptly correct such defective item within the delivery schedule: LANNETT may, at its option: (i) by contract or otherwise replace such Goods, Materials and Services, and charge to Vendor any additional costs incurred by XXXXXXX that are in excess of the original costs of the rejected Goods, Materials and Services and any other incidental or consequential costs,

Warranty Inspection. Goods All goods materials and Material made articles covered hereby are subject to buyer’s inspection within a reasonable time after arrival at destination. Seller warrants that the goods, materials and articles ordered herein will be free from defects in accordance with UCB's materials and workmanship and will conform to the specifications contained herein and/or to samples, drawings, designs or other specifications approved or adopted by Buyer, and, unless otherwise specified herein, to recognized commercial standards of quality and drawings shall not be furnished function for the kind of goods, materials or quoted to any other person or concern without UCB's written consentarticles covered hereby. In the event any of conflict between specificationsthe goods, drawingsmaterials or articles are not as warranted herein, samplesBuyer shall at its option hold such goods, designated typematerials or articles at Seller’s expense for Seller’s disposition or shall return them to Seller at Seller’s expense. Any goods, part number materials or catalog descriptionarticles so rejected shall, the specifications shall govern over drawingsat Buyer’s option, drawings over samples, whether or not approved either be replaced by UCB, and samples over designated type, part number or catalog description. In case of ambiguity in the specifications, drawingSeller at no additional cost to Buyer, or other requirements of Seller shall refund the purchase price applicable thereto. Buyer shall notify Seller promptly after making any such rejections and shall afford Seller reasonable opportunity to inspect such goods before return. Buyer reserves the right to cancel this Purchase Ordercontract without liability except for goods, Seller must, before proceeding, consult UCB, whose written interpretation shall be final. Seller warrants the Goods materials and Materials delivered or Services rendered on this Purchase Order to be merchantable within the means articles shipped and finally accepted if any of the Uniform Commercial Code and fit for their intended purposegoods, materials and/or articles are not as warranted herein, or if they are not shipped on the date specified herein. In addition, said Goods, Material or Services shall be free from defects, whether latent or patent, in labor, workmanship, materials, and design, and Buyer’s rights specified herein shall be in accordance addition to, and not limitation of, any rights buyer may have at law for any breach of Seller’s warranty. MANIFEST: Seller agrees to include with UCB's specificationseach shipment a complete detailed list of all items contained therein, drawingsand mail a copy of same to consignee at destination address at the time shipment is made. INVOICES AND CASH DISCOUNT: Seller agrees to mail separate invoices for each shipment within twenty-four hours after shipment, samples or other written or physical descriptions or guides dated as of the date of shipment. Buyer failure to receive invoices promptly will make will make it necessary for Buyer to extend payment date without loss of discount. Buyer reserves the right to compute the cash discount date of each invoice from the date on which Seller correctly completes Seller’s portion o f the transaction involved, including the issuance and shall be suitable for the intended use. Seller warrants that it has good forwarding of correct invoice, and marketable title to add to the Goods or Materials furnished. These warranties shall survive acceptance and payment. Seller shall be liable for and save UCB harmless from discount period any loss, damage, or expense whatsoever that UCB may suffer from breach additional time required by Buyer in consequence of any of these warranties. All material and workmanship shall be subject Seller’s failure properly to inspection by UCB, its agents, servants, employees, officers and directors before and after delivery. UCB may accept any Goods or Material that conforms to Seller's warranties and upon discovery of Goods or Materials not so conforming may reject or keep and rework any such Good or Material not so conforming. UCB may make 100% inspection or reject an entire shipment if UCB sampling plan indicates rejection at the 1% acceptable quality level (or such greater or lesser percentage as UCB and Seller may agree upon in writing). Cost of rework, inspection, transportation, repacking and/or reinspection by UCB shall be at Seller's expenseexecute this contract.