Product Returns Clause Samples

Product Returns. Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

Product Returns. Unopened software can be returned with no restocking fee up to 30 days from date of receipt, if allowed by the software publisher. If the software publisher has a shorter timeframe for returns or requires a restocking fee, this must be stated on the quote. If that information is not provided to the Participating State by the Reseller, Reseller is responsible for the restocking fee. If delivered software is defective, or if the incorrect product was delivered, the Reseller must agree to accept returns. If delivered software is defective, the Reseller is responsible for return shipping and packaging costs and for restocking charges if applicable. The Reseller must agree that any defective or incorrectly delivered media will be replaced by overnight delivery at the Reseller’s expense if requested by the Participating State or Purchasing Entity. If overnight delivery is not requested, all replacement products must be received by the Participating State or Purchasing Entity within seven (7) days of initial notification.

Product Returns. (i) From and after the Closing Date, Seller and Buyer shall be financially responsible for returned Product units in accordance with subsections (ii), (iii) and (iv), below. If either party or its Affiliate issues a credit or reimbursement for returned Product units for which the other party is financially responsible, or partly responsible, in accordance with subsections (ii), (iii) and (iv), below, the crediting or paying party shall b▇▇▇ the other party for reimbursement of such credits or payments, or the portion thereof for which such other party is responsible, in the case of Shared Lots. Each such invoice shall set forth such information as shall be reasonably necessary to support the invoice. Each party shall, within forty-five (45) days of its receipt of an invoice, pay the other party or its designee for the full invoiced amount. Such handling of returned Product units by Seller or Buyer, as applicable, and the issuance of any credits or other forms of reimbursement in connection therewith, shall be in accordance with the parties' respective then-current returned goods policies. Buyer hereby agrees that it shall take no actions to solicit or otherwise encourage Product returns after the Closing Date except as required by Governmental Rules. Notwithstanding the foregoing, if a third party claims a credit or other form of reimbursement in connection with a returned Product, which Seller or Buyer disagrees with or is not in accordance with their current returned goods policies, as applicable, but after (1) good faith discussions between Seller or Buyer and (2) the use of commercially reasonable efforts to refuse the credit, the third party continues to insist on the credit or reimbursement, then Seller or Buyer, as applicable, shall be entitled to invoice the other party or its designee for the credit or reimbursement as otherwise provided for in this Section 7.10(b). All returned Product units received by Seller or its Affiliates or Buyer or its Affiliates after the Closing Date shall be destroyed by such party, at the expense of the party financially responsible for such Product as described below, in accordance with its respective returned goods policies. (ii) Seller shall be financially responsible for all returns of Product units sold into the distribution channel by or on behalf of Seller or its Affiliates on or prior to the Closing Date, which Product units shall be identified by lot numbers. (iii) Buyer shall be financially responsible for a...

Product Returns. In the event that any amounts due to Buyer in respect of sales of Product by or on behalf of Buyer after the Effective Date are reduced, offset, credited or otherwise decreased as a result of or in respect of any Product (with an expiration date of not less than twelve (12) months) or Buyer receives a request for replacement or refund of Product (with an expiration date of not less than twelve (12) months) (collectively, “Replacement Goods”), Buyer shall within five (5) Business Days notify Parent of such Replacement Goods. The Parties shall determine Parent’s obligations under Section 7.5 of the Asset Purchase Agreement with reference to lot numbers, it being agreed that Parent shall be responsible for those lots which Parent fully sold through the Closing Date and with respect to any lots that are split between Buyer and Parent, Parent shall be responsible in proportion to that percentage of the lot sold by Parent through the Closing Date. Based on the foregoing, for Replacement Goods that are Parent’s obligations pursuant to such Section 7.5 of the Asset Purchase Agreement, Seller or its designee shall, at Buyer’s request, replace such Replacement Goods with Product equivalent to the dosage and formulation of such Replacement Goods pursuant to the terms and conditions of this Agreement until the earlier to occur of (i) thirty-six (36) months from the Effective Date or (ii) the issuance by Seller of two million (2,000,000) tablets as replacement Product. Thereafter, Parent has no liability or obligation to Buyer for any Replacement Goods. For any and all Replacement Goods replaced pursuant to this Section 2.2(g), Buyer shall submit to Seller a deduction ticket documenting the date, type and quantity of Replacement Goods and certifying that such replaced Product (with an expiration date of not less than twelve (12) months) have been destroyed in a manner consistent with applicable Law, rule and regulation. Seller shall credit such Replacement Goods replaced pursuant to this Section 2.2(g) against Buyer’s future Purchase Orders.

Product Returns. Prior to returning any Product to MTS, whether under warranty or otherwise, Customer must obtain a return authorization from MTS or the shipment may be refused. Shipping charges for returning any Product to MTS are the responsibility of Customer. If not covered by warranty, subsequent costs for inspection, shipping, expediting and placing returned Product into working condition will be charged to the Customer. Customer shall issue a purchase order to cover such non-warranty work. Products returned under warranty and found to be in good working order will be subject to charges for inspection, testing and return shipping costs. MTS will cover in-warranty repairs including outbound shipping charges via transportation of its choosing.

Product Returns. Prior to the return of any Product to Siemens, Buyer must identify the Product or portion thereof and obtain written authorization and shipping instructions from Siemens. Siemens has the right, in its sole discretion, to permit or reject any such return. Siemens’ authorization to return any Product to Siemens does not relieve Buyer of its obligation to pay for such Product. Upon receipt, inspection, and acceptance of the Product by Siemens, Siemens will issue a credit memo to Buyer, less applicable re-stocking fees. Siemens reserves the right to reject any hazardous material.

Product Returns. (a) The Seller and Buyer have negotiated regarding responsibility for returns received following the Closing with respect to Product sold by Seller prior to the Closing Date and Seller and Buyer have resolved all issues relating to responsibility for returns through an agreed-upon reduction in the Purchase Price (which adjustment has been taken into account in the Purchase Price contained herein). In exchange for such Purchase Price reduction, Buyer has agreed to accept all responsibility for the handling, processing and payment of all returns of Product received on or after the Closing Date, but excluding Product returns received by or on behalf of Seller before the Closing Date but not yet fully processed, irrespective of whether such Product was sold by Seller prior to the Closing or by Buyer after the Closing. Seller shall forward to Buyer any claims or notices it receives on or after the Closing Date from third parties regarding Product returns. As Seller and Buyer have each made their own estimates of the potential returns for Product sold prior to the Closing that will ultimately be returned after the Closing, Buyer shall not have any obligation to Seller if actual returns are less than the Purchase Price adjustment agreed upon by the parties and Seller shall not have any obligation to Buyer if actual returns are greater than the Purchase Price adjustment agreed upon by the parties. On the Closing Date, Buyer and Seller shall jointly instruct, in writing, (a) McKesson Corp. (“McKesson”) and Cardinal Health Inc. (“Cardinal”) and other customers identified by the Parties (collectively, the “Wholesalers”) to send all future Product returns to a third party designated by Buyer and (b) ICS to return to each Wholesaler all Product returns sent on or after the Closing Date by such Wholesaler. In the event any amounts relating to returns of Product made after the Closing are deducted from amounts due Seller from third parties within thirty (30) days of the Closing Date, Seller shall ▇▇▇▇ Buyer for such amounts, accompanied by an accounting, and the reimbursement from Buyer shall be due within ten (10) days of receipt of such ▇▇▇▇▇▇▇▇. On the Closing Date, Seller shall obtain from ICS and deliver to Buyer in Microsoft Excel format (i) a full lot expiration file relating to Product sold prior to the Closing Date and (ii) a full shipping history of Product sold prior to the Closing Date, including invoice date (i.e., shipping date), NDC Number, lot number, cus...

Product Returns. Unless otherwise agreed by the parties in writing, Deliverables that are correctly furnished by Company per the purchase order may not be returned unless Customer receives written authorization from Company. If returns are authorized by Company, a return merchandise authorization (“RMA”) number must be provided by Company. Deliverables identified under such RMA must be returned to Company within 90 days of issuance of the RMA. Such RMA number and any accompanying RMA documents, the original invoice number, and a written explanation for the return must be included with the returned Deliverables in order for Company to inspect and approve a credit for the return. For warranty returns, a credit in the amount of the original purchase price will only be issued if, after Company’s receipt and inspection of the returned Deliverables, Company confirms, in its sole discretion, the defect is valid and approves the return. For non-warranty returns, (a) in the event Company approves such a return, a credit will be made to Customer’s account in the amount of the original purchase price less freight and a handling charge of 25% of the net material on the original invoice for stocked product and 50% of the net material on the original invoice for non-stocked product; and (b) Only Deliverables that are new, current, standard, non- obsolete, non-specially manufactured, unused, in their original condition as at the time of sale by Company to Customer, in their original packaging and in Customer’s inventory less than 180 days from the date of shipment by the Company may be considered by Company for return. Such credit will only be issued if, after Company’s receipt and inspection of Deliverables, Company approves the return. The amount of final credit will be determined upon receipt at the factory and following Company’s inspection and analysis of the condition of the returned material. Company retains the right to deny credit to anyone for any reason.

Product Returns. Products returned due to Authorized User error, quality problems, duplicate shipments, outdated product, incorrect item shipped, or Contractor errors otherwise not specified shall be replaced with specified products or the Authorized User shall be credited/refunded for the full purchase price. There shall be no restocking fee if returned products are resalable. Product returns shall be replaced within three (3) Business Days of notification to the Contractor. Delivery terms for a replacement product shall be the same as those set forth § 2.21, Delivery. Returned items shall be picked up by the Contractor in accordance with Appendix B, § 51 Rejected Product.