Disputed Returns Clause Samples

Disputed Returns. The parties shall use their reasonable efforts to resolve any dispute that may arise pursuant to Sections 5.2 and 5.3. If the parties fail to agree, within [***] of Transcept providing notice of rejection, whether any delivery of the Product supplied by Mikart to Transcept contains a Product Defect, the dispute shall be determined by an independent laboratory/expert mutually selected by the parties and the decision of such independent laboratory/expert shall be final and binding on the parties with respect to whether the Product in question contains a Product Defect. In the event that the independent laboratory/expert decides that the Product in question does not contain a Product Defect, such Product shall be deemed accepted by Transcept. In the event that the independent laboratory/expert decides that the Product in question contains a Product Defect, Mikart shall use its commercially reasonable efforts to replace such Product within the shortest possible time after Mikart’s receipt of notice regarding the independent laboratory/expert’s decision. For purposes of clarity, only disputes between the parties regarding conformance of the Product as expressly described in this Section 5.4 above shall be resolved by an independent laboratory/expert, and all other disputes between the parties shall be governed by the provisions of Article 12 below. The independent laboratory/expert’s fees and the prevailing party’s reasonable out-of-pocket costs incurred in connection with the independent laboratory/expert’s decision shall be borne by the party against whom the independent laboratory/expert’s decision is given.