Acceptance/Rejection; Interim Replacement Clause Samples
Acceptance/Rejection; Interim Replacement. (a) ERS may test or cause to be tested API supplied under this Section 8 in accordance with ERS's customary procedures within 30 days of its receipt at ERS's plant or that of Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated. its designee. ERS or its designee shall have the right to reject any shipment of API made to it under this Agreement that does not meet the Specifications and applicable Manufacturing Standards in any material respects when received by it at such destination when tested in accordance with the Testing Methods. All claims by ERS of non-conforming API shall be deemed waived unless made by ERS in writing and received by the Company within such 30-day period.
(b) All claims of non-conforming API shall be accompanied by a report of analysis (including a sample of the API from the batch analyzed) of the allegedly non-conforming API that shall have been made by ERS or its designee, using the Testing Methods. The Company shall promptly undertake its own analysis of such sample after receiving such claim and report from ERS. If, after its own analysis, the Company does not confirm such non-conformity, the JMC shall agree to retest the shipment or otherwise in good faith attempt to agree upon a settlement of the issue. In the event that the JMC cannot resolve the issue, the JMC shall submit the disputed API to an independent testing laboratory, to be agreed upon by the JMC, for testing in accordance with the Testing Methods. Notwithstanding Section 16.13, the findings of such laboratory shall be binding on the Parties, absent manifest error. Expenses of such independent testing shall be borne by either ERS or the Company depending on which such Party is adversely affected by such findings. In the event that any API shipment or batch thereof is ultimately agreed or found not to meet the Specifications and/or applicable Manufacturing Standards, the Company agrees to replace such shipment or batch with conforming API and pay for all reasonable out of pocket expenses incurred by ERS and the Company in connection with shipping and/or storing such replacement API and storing the non-conforming API. Such replacement shipment of API shall be treated as a new, additional shipment of API (that will be separately invoiced by the Company) for all purposes, including measuring its conformity to the Specifications and applicable Manufacturing Standards and ERS's payment fo...
Acceptance/Rejection; Interim Replacement. (a) Santen may test or cause to be tested Compound supplied under this Section 8 in accordance with Santen's customary procedures within 30 days (subject to increase to 45 days if Inspire obtains the consent of the supplier) of its receipt at Santen's plant or that of its designee. Santen or its designee shall have the right to reject any shipment of Compound made to it under this Agreement that does not meet the Compound Specifications and applicable Manufacturing Standards when received by it at such destination when tested in accordance with the Testing Methods. All claims by Santen of non- conforming Compound shall be deemed waived unless made by Santen in writing and received by Inspire within such 30-day period.
(b) All claims of non-conforming Compound shall be accompanied by a report of analysis (including a sample of the Compound from the batch analyzed) of the allegedly non-conforming Compound that shall have been made by Santen or its designee, using the Testing Methods. If, after its own analysis of such sample, Inspire confirms such non-conformity, then Inspire shall replace such shipment at its expense, including charges incurred by Santen for shipping and/or storage, if applicable. If, after its own analysis, Inspire does not confirm such non-conformity, the Parties shall agree to retest the shipment or otherwise in good faith attempt to agree upon a settlement of the issue. In the event that the Parties cannot resolve the issue, the Parties shall submit the disputed Compound to an independent testing laboratory, to be agreed upon by the Parties, for testing in accordance with the Testing Methods. Notwithstanding Section 14.13, the findings of such laboratory shall be binding on the Parties, absent manifest error. Expenses of such testing shall be borne by the Party adversely affected by such findings. In the event that any such shipment or batch thereof is ultimately agreed or found not to meet the Compound Specifications or Manufacturing Standards, Inspire agrees to replace such shipment at its expense, including charges incurred by Santen for shipping and/or storage, if applicable. Santen shall return any such rejected shipment to Inspire if so instructed by Inspire, at Inspire's expense.
(c) During the pendency of any dispute concerning the conformity of a shipment of Compound to the Compound Specifications and applicable Manufacturing Standards, Inspire shall replace the shipment under dispute, at the request of Santen. Such replacement...
Acceptance/Rejection; Interim Replacement. (a) IsoRay or its designated customer shall have the right to reject any shipment of Deliverables made to it under this Agreement that does not meet the Specifications and applicable Manufacturing Standards in any material respects when received by it or its designee at such destination. All claims by IsoRay of non-conforming Deliverables shall be deemed waived unless made by IsoRay in writing and received by Oncura within 10 days of IsoRay's receipt or that of its designee of the Deliverable.
(b) All claims of non-conforming Deliverables shall be accompanied by the allegedly non-conforming Deliverable. Oncura shall promptly undertake its own analysis, in accordance with the Testing Methods, of such Deliverable after receiving such claim from IsoRay or its designed Customer. If, after its own analysis, Oncura does not confirm such non-conformity, the Parties agree to submit the disputed Deliverable to an independent testing laboratory, to be agreed upon by the Parties, for testing in accordance with the Testing Methods. Notwithstanding Section 12.13, the findings of such laboratory shall be binding on the Parties, absent manifest error. Expenses of such independent testing shall be borne by either Oncura or IsoRay, with Oncura bearing all such expenses if the Deliverable is found to be non-conforming, and IsoRay bearing all such expenses if the Deliverable is found to be conforming. In the event that any Deliverable shipment or batch thereof is ultimately agreed or found not to meet the Specifications and/or applicable Manufacturing Standards, Oncura agrees to replace such shipment or batch with conforming Deliverables and pay for all reasonable out of pocket expenses incurred by IsoRay and its designee in connection with shipping and/or storing such replacement Deliverables and storing the non-conforming Deliverables. Such replacement shipment of Deliverables shall be treated as a new, additional shipment of Deliverables (that will be separately invoiced by Oncura) for all purposes, including measuring its conformity to the Specifications and applicable Manufacturing Standards, and IsoRay's payment for such additional shipment. In the event that any Deliverables shipment or batch thereof is ultimately agreed or found to meet the Specifications and applicable Manufacturing Standards, IsoRay shall accept and pay for such shipment or batch in accordance with Section 5.6.
(c) Upon Oncura's receipt of a claim that a shipment or batch thereof of Deliverables do...