Non-Conforming Product Sample Clauses

Non-Conforming Product. If Reliant notifies Cardinal Health during the Review Period that the Manufacturing Sample does not conform to the warranty set forth in Section 13.1 and Cardinal Health agrees with Client’s determination, Client shall not be responsible to pay for such batch (the “Defective Product”), and Cardinal Health shall, at Reliant’s option, either (A) replace any Batch of non-conforming Product, or (B) credit any payments made by Reliant for such Batch. If Cardinal Health does not agree with Reliant’s determination that such Product fails to meet the warranty set forth in Section 13.1, then after reasonable efforts to resolve the disagreement, the Parties shall cause a mutually acceptable independent third party to review records, test data and to perform comparative tests and/or analyses on the Manufacturing Sample. The results of the independent review shall be final and binding. Unless otherwise agreed to by the Parties in writing, the costs associated with such testing and review shall be borne by the non-prevailing Party. THE OBLIGATION OF CARDINAL HEALTH TO (A) REPLACE DEFECTIVE PRODUCT IN ACCORDANCE WITH THE SPECIFICATIONS OR CREDIT PAYMENTS MADE BY RELIANT FOR DEFECTIVE PRODUCT AND (B) REIMBURSE RELIANT FOR API LOST IN THE DEFECTIVE BATCH, SUBJECT TO THE LIMITATIONS IN ARTICLE 15.1, SHALL BE RELIANT’S SOLE AND EXCLUSIVE REMEDY (WITHOUT PREJUDICE TO ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1 OR THE OBLIGATIONS OF SECTION 10.6 (RECALL)) UNDER THIS ARTICLE FOR DEFECTIVE PRODUCT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

Non-Conforming Product. 14.1 Diaxonhit shall be deemed to have waived all claims for damage, defects and shortage relating to the Product supplied by XDx or the Designee unless such claims are notified to XDx in writing within fifteen (15) Working Days after delivery to Diaxonhit of the relevant shipment of Product; provided that in the event of a defect in the Product that could not reasonably have been detected by a customary inspection on delivery, Diaxonhit shall be deemed to have waived all claims for damage, defects and shortage related thereto unless such claims are notified to XDx within fifteen (15) Working Days of discovering such defect but not later than six (6) months from the date of delivery. 14.2 In the event of a dispute between the Parties as to any claimed shortage, damage or defect in the Product (including whether any such shortage, damage or defect occurred before or after delivery) that cannot be resolved within thirty (30) days of the claim being notified to XDx pursuant to clause 14.1, Diaxonhit and XDx shall within a further seven (7) days submit the batch of Product concerned to an independent expert to be mutually agreed between the Parties (the “Independent Expert”) who shall examine the Product concerned. The decision of the Independent Expert shall be binding upon the Parties and the costs of the Independent Expert shall be borne wholly by the Party against whom the Independent Expert decides. 14.3 Following a claim from Diaxonhit pursuant to clause 14.1, XDx shall, in the event that XDx accepts Diaxonhit’s claim as valid or in the event that the Independent Expert supports Diaxonhit’s claim, at XDx’s sole option, replace free of charge any damaged or defective Product or to give Diaxonhit credit for such Product. Any Product which is agreed or determined to be damaged or defective shall (at XDx’s option) be either returned to XDx or destroyed as specified by XDx, at XDx’s reasonable expense. 14.4 Subject to clause 22.1, in respect of claims for damage, defects or shortage referred to in clause 14.1, the remedies set out in clause 14.3 shall be Diaxonhit’s sole remedy; provided that this clause 14.4 shall not limit XDx’s obligations pursuant to clause 19.2(C) and 19.2 (D). Notwithstanding anything herein to the contrary, XDx shall have no liability for damage or defects to Product occurring after delivery thereof pursuant to clause 10.

Non-Conforming Product. If any Product does not meet the Product Specifications set forth in Schedule B or in the Quality Agreement set forth in Schedule C as determined by CEPHALON's testing and inspection of the Product, then solely at its option CEPHALON may, as its sole remedy, either (i) demand that CATALYTICA remanufacture or repackage (as appropriate) said Product at no charge to CEPHALON and pay all round-trip shipping charges to and from the destination of the original shipment as well as pay for that portion of the acquisition cost of the Active Ingredients and other materials supplied by CEPHALON to CATALYTICA hereunder which are used in such nonconforming Product and which are lost or otherwise rendered unusable as a result of CATALYTICA's producing non-conforming Product, or (ii) be relieved of any obligation to pay CATALYTICA the toll fees otherwise payable for the manufacture of said Product, and CATALYTICA shall reimburse CEPHALON for the reasonable costs incurred by CEPHALON in properly disposing of the Product, as well as that portion of the acquisition cost of the Active Ingredients and other materials supplied by CEPHALON to CATALYTICA hereunder which are used in such nonconforming Product. Any notice given hereunder shall specify the manner in which the Product fails to conform to the purchase order therefor or fails to meet such warranty or the Specifications. If it is determined that the nonconformity (a) is due to damage to the Product (i) caused by CEPHALON or its agents or (ii) which occurs subsequent to delivery of such Product to the carrier at the point of origin, or (b) results from Active Ingredients or other materials supplied by CEPHALON, CATALYTICA shall have no liability to CEPHALON with respect thereto and CEPHALON shall pay for such Product in accordance with the terms of this Agreement. Nothing herein shall be construed to limit CATALYTICA's obligations established in Section 6.1 hereof.

Non-Conforming Product. Where DISTRIBUTOR alleges that any delivered Product is non-conforming, DISTRIBUTOR shall or shall ensure that its Sub-Contractors, on request, provide SUPPLIER or SUPPLIER’s designee with a sample of such allegedly non-conforming Product, within [***] after the detection of such defects. SUPPLIER or such designee will examine such allegedly non-conforming Product within the lead times set forth in the Quality Agreement (ANNEX E).

Non-Conforming Product. SBS shall not deliver to Voyager any Product that fails to conform in any respect to the warranty set forth in Section 5.4. In the event that any Product shall fail to pass the quality control testing conducted by SBS, (i) SBS shall notify Voyager thereof within one (1) business day, (ii) SBS shall not release the batch from which such Product was taken, and (iii) the parties shall agree upon appropriate corrective steps to be taken. Voyager, at its option, may investigate the cause of such failure, or require SBS to do so, in which case SBS shall provide Voyager with a written report summarizing the results of the SBS’s investigation, all at the expense of SBS.

Non-Conforming Product. If any Supported Product fails to conform, or is alleged in good faith not to conform, to a warranty set forth in Section 3.3, SpinCo shall, at its sole cost and expense and at Parent’s election and sole discretion, either (a) replace such non-conforming Product or (b) refund the purchase price paid for such non-conforming Product by (i) Parent or relevant Service Provider Party if the non-conforming Product has not been sold to a Customer or (ii) the applicable Customer if the non-conforming Product has been sold to such Customer, as applicable, in each case within a reasonable time after the written notification of such non-conformance shall be delivered by Parent to SpinCo.

Non-Conforming Product. Where Purchaser asserts that Product is non-conforming for any reason, including for not complying with this Agreement or not meeting an applicable Specification or warranty, prompt notice will be communicated to the Supplier’s SA Contact. The Parties will cooperate to review the situation and undertake reasonable investigation and analysis to determine whether a non-conformance exists and potential root causes or corrective actions. If Purchaser requests additional investigation that exceeds historical service levels it may initiate a request under the appropriate Ancillary Agreement for a project to be opened to conduct the assessment. Any non-conforming Product will be held by Purchaser at Supplier’s risk. At Supplier’s request and cost, Purchaser will either return or properly dispose of non-conforming Product, including any portion thereof that Supplier may require for testing or analysis.

Non-Conforming Product. ▇▇▇▇ shall inspect the Products that are delivered by Corium pursuant to this Agreement according to ▇▇▇▇’▇ standard inspection guidelines, prior to their distribution and sale by ▇▇▇▇ or sublicensees or distributors. If a shipment of Products, or any portion thereof, is adulterated, damaged, defective or otherwise non-conforming, then ▇▇▇▇ shall have the right to reject such shipment, or the portion thereof that fails to so conform, as the case may be, upon written notice to Corium, specifying the grounds for such rejection, within [*] following the date on which ▇▇▇▇ receives from Corium the invoice relating to such shipment of Products. If no notice of rejection is given by ▇▇▇▇ within such [*] period or with respect to a shipment of Products, then such shipment shall be deemed to have been accepted; provided, however, that any failure to provide a notice of rejection by ▇▇▇▇ shall not be deemed to be an acceptance in the event that any reason for rejection exists that could not be discovered during a reasonable inspection of such shipment. In the event of any such rejection[*]. If Corium agrees with ▇▇▇▇’▇ claim, [*]. If ▇▇▇▇ and Corium are unable to resolve their differences, then either ▇▇▇▇ or Corium may refer the matter to a certified analytical firm of international reputation independent of and acceptable to both Parties for final analysis using a sample from such shipment provided by ▇▇▇▇, which shall be binding on ▇▇▇▇ and Corium. The fees and disbursements of such firm shall be paid by the Party whose contention is rejected by the firm.

Non-Conforming Product. The agreement will contain provisions relating to the determination and replacement of nonconforming product and the use of a Third Party testing laboratory to resolve disputes relating to nonconforming product.