Non-Conforming Products. Notwithstanding any other provisions of this Agreement, Duramed shall return to Shire or its designee any Products that do not conform with the Product Specifications at the time of shipment to Duramed, or if Duramed and Shire mutually agree, to dispose of such Products as Shire may direct. Shire shall be responsible for the costs associated with the proper disposal of all such Products not in conformance with the Product Specifications at the time of shipment and shall promptly replace or credit, at the option of Shire, such non-conforming Products.
Non-Conforming Products. Dey xxxll have a period of forty-five (45) days from the date of receipt of the Products to inspect any shipment of the Products for non-conformance because (i) the Products apparently are Non-Conforming Products or (ii) any act or omission of Meridian known to Dey xxx caused the Products to be Non-Conforming Products. In the event of any such non-conformance, Dey xxxll send a written notice of non-conformance to Meridian within such forty-five (45) day period, which notice shall specify the manner in which such Products are Non-Conforming Products. Meridian shall have a period of twenty (20) days of the date of receipt of such written notice to inspect such Products. If Meridian disagrees that the Products are Non-Conforming Products, Meridian shall send a written notice to Dey xxxhin such twenty (20) day period, which notice shall specify the nature of Meridian's disagreement with Dey's notice of non- conformance, and the Parties shall meet within ten (10) days of such notice to discuss and attempt in good faith to resolve the matter. If the Parties are unable to resolve the matter within fifteen (15) days after their initial meeting, the Parties shall submit the question of non-conformance to an independent laboratory and/or consultant mutually agreeable to Meridian and Dey xxx resolution and the resolution by such independent laboratory or consultant shall be binding on both Parties. If the independent laboratory or consultant determines that the Products are Non-Conforming Products, or if Meridian agrees that the Products are Non-Conforming Products, Meridian shall notify Dey xxxther the Non-Conforming Products should be destroyed or returned to Meridian, shall reimburse Dey xxx any costs associated with the destruction or return of Non-Conforming Products in accordance with Section 6e and shall promptly replace the Non-Conforming Products with conforming Products at no cost to Dey xxxess the Parties agree that Meridian instead will reimburse Dey xxx any amounts paid by Dey xxx such Non-Conforming Products pursuant to Section 5f; provided that should the Parties agree that Meridian will provide reimbursement for rather than replace the Non-Conforming Products, the number of Non-Conforming Products so delivered by Meridian to Dey xxxll count towards Dey's Annual Minimum requirements set forth under Section 2b hereof. Dey xxxll not be liable to pay any unpaid invoices relating to such Non-Conforming Products until such Non-Conforming Products have been ...
Non-Conforming Products. Licensee may not, under any circumstances, (i) sell Licensed Products that have not been approved in accordance with Paragraph 6.3 above or are in any way non-conforming as to style or quality or; (ii) advertise or promote the Trademarks during the sell-off period without Licensor’s prior written approval. The sell off of Licensed Products shall be subject to all of Licensee's obligations hereunder, including, but not limited to royalty payment obligations.
Non-Conforming Products. In the event that any Licensed Products are, in the judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with first quality workmanship or in strict adherence to the prototypes approved by CKI, CKI shall notify the Licensee thereof in writing, and the Licensee shall promptly initiate corrections or changes to production of such Licensed Product to conform thereto. Where non-conformity is material, substantial or may adversely affect the reputation or prestige or value of the Licensed Mark xx CKI's business operations, CKI may require that no further sale or shipment of such Licensed Mark xx made until such corrections are made. If Licensed Products as changed do not strictly conform after CKI's request and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the "Non-Conforming Products") shall be disposed of in a way which shall not reduce the value of the Licensed Mark xx detract from its reputation, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale, or other method reasonably approved by CKI. As noted, CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not consistent with approved quality CONFIDENTIAL TREATMENT standards and the approved prototypes and/or to purchase at the Licensee's expense any such Licensed Products found in the marketplace. ***
Non-Conforming Products. The Distributor shall have 30 days after receipt of the Product to inspect the Product for gross visual defects and reject the same. If the Product is rejected, written notice must be given to Diamond no later than 30 days after receipt by the Distributor. The parties within 30 days after rejection will endeavor in good faith negotiations to determine whether or not the Product conforms to Diamond's warranties. If the parties conclude it does conform, it will be treated as conforming in all respects under this Agreement with time requirements to be adjusted to cover the time required by this process. If the parties conclude it does not conform with Diamonds warranties in Section 7.01 (i), at the Distributor's option, (i) Diamond shall be relieved of any obligation to deliver any Product with respect to the non-conforming shipment and in such case Diamond shall credit against future purchases by Distributor the purchase price of such non-conforming Product paid by Distributor together with any shipping costs paid by the Distributor for delivery of such non-conforming Product, or (ii) Diamond shall replace the non-conforming Product with substitute Product which conforms with said warranties, within the time agreed to by both parties, in which case the Distributor shall pay to Diamond amounts in accordance with Section 3 hereof based on the substitute shipment, net of the purchase price and shipping costs, if any, previously paid by Distributor for such non-conforming Products. The nonconforming Product shall become the property of and be returned to Diamond at Diamond's expense. Diamond shall dispose of such Product at its own expense according to all appropriate regulations. The Purchase Price of nonconforming product shall be treated as Minimum Qualified Revenue in the Contract Year the product is ordered for shipment.
Non-Conforming Products. The Buyer shall check the delivered Products and shall notify Erreka, within fifteen days, of those defects that the Products may have. Once elapsed the time limit of fifteen days without any notification, Products shall be deemed as delivered in good state and Erreka shall not be responsible of any apparent defect. Erreka shall still be responsible of hidden defects during the guarantee term and according to Condition XII.
Non-Conforming Products. Notwithstanding any other provisions of this Agreement, Company agrees, if so requested by AAIPharma, to return to AAIPharma any Product(s) that fail to meet Specifications or otherwise to dispose of such Product(s) as AAIPharma may direct, each at AAIPharma’s expense. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Non-Conforming Products. 9.5.1 If (i) the Spacecraft does not meet its weight requirements and (ii) Buyer will be required to pay for additional weight from the launch provider in order to achieve the Specified Operational Lifetime without delaying the placing of the Spacecraft in its orbital location by more than fifteen (15) additional days, then Contractor shall reimburse Buyer for such additional payments up to [***].
Non-Conforming Products. Buyer is not required to perform incoming inspections of the Products and Supplier waives any requirement that Buyer conduct such inspections. If Purchaser discovers any misdelivery, defective, or malfunctioning Products, or any loss, damage, discrepancy or nonconformity of any kind, Purchaser shall notify Supplier and Supplier shall replace or supplement such nonconforming delivery at Supplier’s cost. Nonconforming Products shall be held by Buyer in accordance with Supplier's instructions at Supplier's risk. Supplier's failure to provide written instructions within 10 days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer's option, to charge Supplier for storage and handling or to dispose of the Products without liability to Supplier. Payment for nonconforming Products shall not constitute an acceptance of them, impair Buyer’s rights under the warranty set forth herein, limit Buyer’s right to assert any other legal or equitable remedy, or relieve Supplier’s responsibility for latent defects. Supplier shall take all necessary actions requested by Buyer to contain and correct any quality problems in Products at Buyer’s warehouse, in transit or at Supplier’s plant. Supplier shall ensure that nonconforming, rejected, obsolete or surplus Products are not sold to third parties as service or replacement parts for products distributed by Buyer or its affiliates. Supplier shall institute appropriate controls with its subcontractors and suppliers to ensure compliance with this section.
Non-Conforming Products. Shipper shall be liable for all reasonable costs and losses in curing, removing, or recovering any Non-Conforming Products, except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier. After such consultation with Shipper as may be practical under the circumstances, but otherwise at Carrier’s sole discretion, Carrier may attempt to blend the Non-Conforming Products, remove and dispose of the Non-Conforming Products, or, if necessary, recover any Non-Conforming Products from field locations and, except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier, Shipper shall reimburse Carrier for all reasonable costs associated therewith. Except to the extent that such Non-Conforming Products fail to meet Specifications due to the negligence or willful misconduct of Carrier, if Shipper’s Non-Conforming Products cause any contamination, dilution or other damages to the petroleum products or other commodities of other customers of Carrier, Shipper agrees to indemnify, defend and hold the Carrier Affiliated Parties harmless from and against any Claims incurred by, or charged against any of the Carrier Affiliated Parties, as a result of such event and shall be responsible for all costs and liabilities associated with or incurred as a result of such event.
