Common use of Replacement of API Clause in Contracts

Replacement of API. API accepted by BACHEM as not meeting the applicable requirements or the Specifications, or which is determined by the Laboratory not to meet such requirements or the Specifications, shall be returned by XERIS to BACHEM, or disposed of, as directed by BACHEM, at BACHEM’s expense. BACHEM shall replace all such rejected API within the shortest possible time, but in any event, within a reasonable timeframe, as agreed to by the Parties, after its receipt of notice of such rejection (or, if applicable, the Laboratory’s determination that such API was non-conforming). Without limiting any other provision in this Agreement, XERIS may withhold payment for such shipment or the portion thereof that has been rejected by XERIS, or, if Parties cannot agree on a suitable timeframe to replace such rejected API, XERIS shall be entitled to a full refund of prior payments for such shipment or the portion thereof that has been rejected by XERIS, pursuant to this Section 4.3. The warranties given by BACHEM in Section 9.2 below shall survive any failure to reject by XERIS under this Section 4.3.