Common use of LOSS OF RECALL Clause in Contracts

LOSS OF RECALL. BUYER will be responsible for all costs associated with any recall. SELLER will reimburse BUYER for that portion of any actual, out of pocket expenses incurred in conducting a recall that is attributable to (i) a failure of the GOODS to meet the SPECIFICATIONS, or any other breach by SELLER of its representations, warranties, or other obligations under this AGREEMENT, or (ii) SELLER’s gross negligence, intentional or willful misconduct. In the event that a recall is attributable to SELLER’s gross negligence, intentional or willful misconduct, SELLER shall reimburse BUYER for any and all damages, losses, expenses, and costs incurred in connection with conducting such recall, including indirect, incidental, special, punitive, and consequential damages. For purposes of this AGREEMENT, “gross negligence” shall mean any act or failure to act (whether sole, joint or concurrent) which is in reckless disregard of or indifference to the harmful consequences of such action. In the event that scientific testing and investigation costs are incurred in order to determine whether or not SELLER bears any responsibility for the recall, BUYER shall pay for such testing, subject to reimbursement as described above it if is determined that SELLER bears some portion of the responsibility for the recall.