Non-Conforming API Clause Samples

Non-Conforming API. If Product is rejected by Halozyme, and such Product's failure to meet the Product Requirements is the result of non-conforming API and the cause of such non-conformity is demonstrated not to be a result of the negligence, omission or willful misconduct of ▇▇▇▇▇▇ the rejection will be deemed not to be a breach of ▇▇▇▇▇▇'▇ warranties or obligations under this Agreement. In the event of non-conforming API, Halozyme shall be responsible for costs reasonably incurred by ▇▇▇▇▇▇ for the rejected Product.

Non-Conforming API. (a) Cantex shall have the right at any time following delivery of the API to test the API and determine whether the API is Conforming API. During shipment and following receipt of the API by Cantex, Cantex shall cause the API to be properly maintained and stored. If, Cantex learns that any API delivered under this Agreement are not Conforming API by reason of non-compliance with the API Specifications, Quality Agreement or the Regulatory Requirements, then [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Cantex shall notify SPL in writing of such discovered defect promptly after such noncompliance is confirmed. Cantex shall notify SPL of such nonconformance within a reasonable time after such API is delivered to Cantex. (b) If Cantex notifies SPL that the API received are not Conforming API, then SPL shall be offered a reasonable opportunity to examine the evidence purporting to show why such API are or were non-Conforming API and to inspect or test such API. In the event of any dispute as to whether any API are or were non-Conforming API, and rightfully rejected by Cantex pursuant to the above provisions relating thereto, the matter shall be referred to an independent testing organization mutually acceptable to the Parties to resolve the dispute. The fees and expenses of such organization shall be paid by the Party in error.

Non-Conforming API. Tonix shall notify Supplier of any shortage, damage or non-conformity with the Specifications within forty five days after receipt of API, or if Tonix (or Tonix’s Third Party manufacturer) discovers shortage, damage, or non-conformity or other hidden defects not reasonably detectable at delivery by visual inspection, and informs Supplier promptly after discovery, Supplier shall, at Tonix’s election, either replace the API or credit or refund the amount billed and/or paid by Tonix for the API, including shipping costs.

Non-Conforming API. (a) When due primarily to HOVIONE´s fault or omission, if any API does not meet the warranties set forth in Section 9.2 as determined by NABRIVA’s testing and inspection of the API and/or review of the documentation provided by HOVIONE, then HOVIONE shall re-process or re-work such non-conforming API into conforming API. If re-processing or re-working is not possible, due to regulatory or other reasons, then solely at its option NABRIVA may, as its sole remedy, require that HOVIONE either (i) replace said API at no charge to NABRIVA and pay all round-trip shipping charges to and from the destination of the original shipment, (ii) refund to NABRIVA the Purchase Price for the rejected API and any applicable shipping costs (including customs duties), or (iii) credit NABRIVA’s account in an amount equal to the Purchase Price for the rejected API and any applicable shipping costs (including customs duties). HOVIONE shall reimburse NABRIVA for the reasonable costs incurred by NABRIVA in properly disposing of any non-conforming API. Any notice given hereunder shall specify the manner in which the API fails to conform to the purchase order or fails to meet such warranty or the Specifications. HOVIONE shall not re-work or re-process such non-conforming API without prior written notice to NABRIVA. (b) If during a Campaign the quality of API is not compliant with the Quality Technical Agreement and/or the Specifications, and if such non-compliance is attributable to HOVIONE, HOVIONE shall compensate NABRIVA for the cost of the Starting Materials used and supplied by NABRIVA, calculated on the basis of USD [**] per kg of [**] and USD [**] per kilogram of [**] and shall not invoice the service cost for any such Campaign or relevant part thereof. (c) The remedies set forth in this Section 7.3 are NABRIVA’s sole remedies under this Agreement with respect to non-conforming API.

Non-Conforming API