Patent Defect Clause Samples
A Patent Defect clause defines and addresses defects in goods or property that are obvious and discoverable upon reasonable inspection. In practice, this clause typically limits the seller's liability for such visible flaws, placing the responsibility on the buyer to identify and raise concerns about any apparent issues before completing the transaction. Its core function is to allocate risk by clarifying that the seller is not responsible for defects that the buyer could have reasonably detected, thereby encouraging thorough inspections and reducing post-sale disputes over obvious problems.
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Patent Defect. A DEFECT that a reasonable inspection of the WORKS by the ARCHITECT would disclose.
Patent Defect. A Defect which a reasonable inspection of the Works by the Architect would disclose.
Patent Defect. Alpharma shall give written notice to Shasun of its rejection hereunder, within thirty (30) days after Alpharma's receipt of shipment of any Developed Product or API containing a Patent Defect, specifying the grounds for such rejection. After receipt of such notice from Alpharma, Shasun shall be permitted to analyze any shipment rejected by Alpharma for nonconformity to the Specifications, and to present its findings with respect to such shipment to Alpharma. If the parties cannot agree on whether the shipment in question conforms to the Specifications within 30 days of receipt of notice of rejection, an independent laboratory, reasonably acceptable to both parties and at a cost equally shared by both parties, shall analyze both Alpharma's and Shasun's samples of the shipment in question, and the definitive results of such laboratory shall be binding. If the shipment in question is determined to be nonconforming, such nonconforming shipment shall be held for Shasun's disposition, or shall be returned to Shasun, in each case at Shasun's expense, as directed by Shasun. At Alpharma's election, (A) Shasun shall refund all moneys paid for the defective nonconforming shipment involved, including shipping costs paid by Alpharma, or (B) Alpharma may recover such moneys by deducting such amounts from amounts then due or that may subsequently become due to Shasun from Alpharma hereunder. Shasun shall use its commercially reasonable efforts to replace nonconforming product, with conforming product as soon as practicable after receipt of notice of rejection thereof, and in any event shall do so within sixty (60) days after receipt of notice of rejection thereof or the date on which the independent lab determines the shipment to be nonconforming in accordance with the foregoing. Payment for such replacement shipment shall be made in accordance with the terms of this Agreement or at Alpharma's election by application of any outstanding credit in favor of Alpharma for rejected nonconforming shipments.