Non-Conforming Products. Licensee may not, under any circumstances, (i) sell Licensed Products that have not been approved in accordance with Paragraph 6.3 above or are in any way non-conforming as to style or quality or; (ii) advertise or promote the Trademarks during the sell-off period without Licensor’s prior written approval. The sell off of Licensed Products shall be subject to all of Licensee's obligations hereunder, including, but not limited to royalty payment obligations. (h)
Non-Conforming Products. The Buyer shall check the delivered Products and shall notify Erreka, within fifteen days, of those defects that the Products may have. Once elapsed the time limit of fifteen days without any notification, Products shall be deemed as delivered in good state and Erreka shall not be responsible of any apparent defect. Xxxxxx shall still be responsible of hidden defects during the guarantee term and according to Condition XII.
Non-Conforming Products. Notwithstanding any other provisions of this Agreement, Duramed shall return to Shire or its designee any Products that do not conform with the Product Specifications at the time of shipment to Duramed, or if Duramed and Shire mutually agree, to dispose of such Products as Shire may direct. Shire shall be responsible for the costs associated with the proper disposal of all such Products not in conformance with the Product Specifications at the time of shipment and shall promptly replace or credit, at the option of Shire, such non-conforming Products.
Non-Conforming Products. If OMP reasonably determines within the Initial Acceptance Testing Period that all or any portion of a shipment of Products are non-conforming with the Specifications, OMP shall provide Triax a notice of non-conformance and appropriate supporting documentation, and unless Triax disputes such determination in good faith, Triax shall promptly correct the defects identified by OMP or supply new Products within thirty (30) days after receipt of OMP's notice of non-conformance. All costs and expenses associated with any such correction or replacement, including, without limitation, transportation charges for return to Triax and subsequent return to OMP, shall be borne solely by Triax. Upon receipt by OMP of corrected or replaced Products, OMP shall have an additional sixty (60) day period to conduct Acceptance Testing ("Additional Acceptance Testing Period"). If during such Additional Acceptance Testing Period, OMP determines that any of the Products are still non-conforming with the Specifications, Triax shall (unless Triax disputes such determination in good faith) provide new replacement Products for all non-conforming Products at Triax's sole cost and expense and OMP shall have a second Additional Acceptance Testing Period for such replacement Products. If Triax disputes any determination by OMP that the Products do not conform with the Specifications, the Parties shall submit the Products at issue to a mutually-acceptable, independent testing lab, and the report issued by such testing lab shall be final and binding on the Parties. The fees charged by such testing lab will be paid by the Party whose position is not supported by the report of the testing lab. If the testing lab’s report supports the position of OMP, then Triax shall correct defects or supply new Products as set forth above, provided that the time period for doing so shall end thirty (30) days after the date on which the parties receive the testing lab’s report.
Non-Conforming Products. In the event that any Licensed Products are, in the reasonable judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with quality workmanship or in adherence to all details and characteristics furnished by CKI, CKI shall notify the Licensee thereof in writing (“CKI’s Quality Notice”), and the Licensee shall promptly change such Licensed Products then in inventory to conform thereto. If Licensed Products as changed do not thereafter strictly conform and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the “Non-Conforming Products”) shall be disposed of in a way which shall not reduce the value of the Licensed Mxxx or detract from its reputation. The Licensee shall obtain the express prior written consent of CKI with respect to the terms, conditions and method of their disposal, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale. CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not substantially or substantively consistent with approved quality standards and/or to purchase at the Licensee’s expense any such substantially or substantively inconsistent Licensed Products found in the marketplace. [***].
Non-Conforming Products. Shipper shall be liable for all reasonable costs and losses in curing, removing, or recovering any Non-Conforming Products, except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier. After such consultation with Shipper as may be practical under the circumstances, but otherwise at Carrier’s sole discretion, Carrier may attempt to blend the Non-Conforming Products, remove and dispose of the Non-Conforming Products, or, if necessary, recover any Non-Conforming Products from field locations and, except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier, Shipper shall reimburse Carrier for all reasonable costs associated therewith. Except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier, if Shipper’s Non-Conforming Products cause any contamination, dilution or other damages to the petroleum products or other commodities of other customers of Carrier, Shipper agrees to indemnify, defend and hold the Carrier Affiliated Parties harmless from and against any Claims incurred by, or charged against any of the Carrier Affiliated Parties, as a result of such event and shall be responsible for all costs and liabilities associated with or incurred as a result of such event.
Non-Conforming Products. Notwithstanding any other provisions of this Agreement, Company agrees, if so requested by AAIPharma, to return to AAIPharma any Product(s) that fail to meet Specifications or otherwise to dispose of such Product(s) as AAIPharma may direct, each at AAIPharma’s expense. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Non-Conforming Products. The Distributor shall have 30 days after receipt of the Product to inspect the Product for gross visual defects and reject the same. If the Product is rejected, written notice must be given to Diamond no later than 30 days after receipt by the Distributor. The parties within 30 days after rejection will endeavor in good faith negotiations to determine whether or not the Product conforms to Diamond's warranties. If the parties conclude it does conform, it will be treated as conforming in all respects under this Agreement with time requirements to be adjusted to cover the time required by this process. If the parties conclude it does not conform with Diamonds warranties in Section 7.01 (i), at the Distributor's option, (i) Diamond shall be relieved of any obligation to deliver any Product with respect to the non-conforming shipment and in such case Diamond shall credit against future purchases by Distributor the purchase price of such non-conforming Product paid by Distributor together with any shipping costs paid by the Distributor for delivery of such non-conforming Product, or (ii) Diamond shall replace the non-conforming Product with substitute Product which conforms with said warranties, within the time agreed to by both parties, in which case the Distributor shall pay to Diamond amounts in accordance with Section 3 hereof based on the substitute shipment, net of the purchase price and shipping costs, if any, previously paid by Distributor for such non-conforming Products. The nonconforming Product shall become the property of and be returned to Diamond at Diamond's expense. Diamond shall dispose of such Product at its own expense according to all appropriate regulations. The Purchase Price of nonconforming product shall be treated as Minimum Qualified Revenue in the Contract Year the product is ordered for shipment.
Non-Conforming Products. Customer shall be liable for all reasonable costs and losses in curing, removing, or recovering any Non-Conforming Products, except to the extent that such Non-Conforming Products fail to meet the Specifications due to the negligence or willful misconduct of Company. After such consultation with Customer as may be practical under the circumstances, but otherwise at Company’s sole discretion, Company may attempt to blend the Non-Conforming Products, remove and dispose of the Non-Conforming Products, or, if necessary, recover any Non-Conforming Products from field locations and, except to the extent that such Non-Conforming Products fail to meet the Specifications due to the negligence or willful misconduct of Company, Customer shall reimburse Company for all reasonable costs associated therewith. Except to the extent that such Non-Conforming Products fail to meet the Specifications due to the negligence or willful misconduct of Company, if Customer’s Non-Conforming Products cause any contamination, dilution or other damages to the petroleum products or other commodities of other customers of Company, Customer agrees to indemnify, defend and hold the Company Affiliated Parties harmless from and against any Claims incurred by, or charged against any of the Company Affiliated Parties, as a result of such event and shall be responsible for all costs and liabilities associated with or incurred as a result of such event.
Non-Conforming Products. In the event that any Licensed Product is, in the judgment of Licensor, not being manufactured and distributed in accordance with the previously approved Quality, Licensor shall notify Licensee and Licensee shall promptly repair or change such Licensed Product to conform thereto. If after Licensor’s request a Licensed Product as repaired or changed does not strictly conform and conformity cannot be obtained after one (1) resubmission, Licensee may sell the item but only after removing from the item the Trademarks and Labels or may sell the same as a clearly marked Second or irregular. Notwithstanding anything in this Paragraph 6.4 to the contrary, sales of all such products using any of Licensor's exclusive designs, whether or not bearing Labels or the Trademarks, shall nonetheless be subject to royalty payments pursuant to Article 9. In the event that Licensor finds any Licensed Products in the marketplace that, in Licensor's judgment, are inconsistent with approved Quality for such Licensed Products at the time of their sale, then Licensor shall notify Licensee thereof and promptly provide such information with respect thereto as Licensee shall reasonably request. In the event that, after receiving all such information, Licensee fails within ten (10) days to either correct such inconsistencies or remove such Licensed Products from the market, then Licensor may, at Licensee’s expense, purchase such Licensed Products and bxxx such costs to Licensee. Licensee shall pay all royalties due on sales of nonconforming goods. Licensor may require Licensee to recall any Licensed Products not consistent with approved Quality.
