Common use of Notice; Replacement Clause in Contracts

Notice; Replacement. Jazz Pharmaceuticals or its designee shall notify Solvay in writing of (i) any claim relating to any API that fails to meet the API Specifications or (ii) any shortage in quantity of any shipment of API as soon as reasonably practical, but not later than [ * ] days of receipt of such API except where such failure to meet the API Specifications could not be reasonably known at such time, in which case such [ * ] day period commences when Jazz Pharmaceuticals could reasonably have known of such failure. Jazz Pharmaceuticals or its designee shall be deemed to have accepted the API if it does not provide Solvay written notice of such shortfall or failure to meet specification within such [ * ] day period. If the parties agree that such API is defective or that there is a shortage, Solvay shall replace the defective API or use [ * ] efforts to make up the shortage at the next practical delivery date, [ * ]. Jazz Pharmaceuticals shall make arrangements with Solvay for the return or disposal of any rejected API; the costs of such return or disposal shall be paid by [ * ]. In the event that only a limited supply of API is available to replace or supply such rejection or shortage, then Solvay shall ship to Jazz Pharmaceuticals such amount of API as is available and [ * ] for the remaining quantity of rejected API.

Notice; Replacement. Jazz Pharmaceuticals or its designee shall notify Solvay in writing of (i) any claim relating to any API that fails to meet the API Specifications or (ii) any shortage in quantity of any shipment of API as soon as reasonably practical, but not later than [ * ] forty-five (45) days of receipt of such API except where such failure to meet the API Specifications could not be reasonably known at such time, in which case such [ * ] forty-five (45) day period commences when Jazz Pharmaceuticals could reasonably have known of such failure. Jazz Pharmaceuticals or its designee shall be deemed to have accepted the API if it does not provide Solvay written notice of such shortfall or failure to meet specification within such [ * ] forty-five (45) day period. If the parties agree that such API is defective or that there is a shortage, Solvay shall replace the defective API or use [ * ] its commercially reasonable best efforts to make up the shortage at the next practical delivery date, [ * ]at no additional cost to Jazz Pharmaceuticals. Jazz Pharmaceuticals shall make arrangements with Solvay for the return or disposal of any rejected API; the costs of such return or disposal shall be paid by [ * ]Solvay. In the event that only a limited supply of API is available to replace or supply such rejection or shortage, then Solvay shall ship to Jazz Pharmaceuticals such amount of API as is available and [ * ] Jazz Pharmaceuticals shall be promptly reimbursed or credited against future orders, at Solvay’s option, for amounts paid for the remaining quantity of rejected API.