Common use of Non-Conforming Products Clause in Contracts

Non-Conforming Products. If OMP reasonably determines within the Initial Acceptance Testing Period that all or any portion of a shipment of Products are non-conforming with the Specifications, OMP shall provide Triax a notice of non-conformance and appropriate supporting documentation, and unless Triax disputes such determination in good faith, Triax shall promptly correct the defects identified by OMP or supply new Products within thirty (30) days after receipt of OMP's notice of non-conformance. All costs and expenses associated with any such correction or replacement, including, without limitation, transportation charges for return to Triax and subsequent return to OMP, shall be borne solely by Triax. Upon receipt by OMP of corrected or replaced Products, OMP shall have an additional sixty (60) day period to conduct Acceptance Testing ("Additional Acceptance Testing Period"). If during such Additional Acceptance Testing Period, OMP determines that any of the Products are still non-conforming with the Specifications, Triax shall (unless Triax disputes such determination in good faith) provide new replacement Products for all non-conforming Products at Triax's sole cost and expense and OMP shall have a second Additional Acceptance Testing Period for such replacement Products. If Triax disputes any determination by OMP that the Products do not conform with the Specifications, the Parties shall submit the Products at issue to a mutually-acceptable, independent testing lab, and the report issued by such testing lab shall be final and binding on the Parties. The fees charged by such testing lab will be paid by the Party whose position is not supported by the report of the testing lab. If the testing lab’s report supports the position of OMP, then Triax shall correct defects or supply new Products as set forth above, provided that the time period for doing so shall end thirty (30) days after the date on which the parties receive the testing lab’s report.

Non-Conforming Products. If OMP reasonably determines within Dey xxxll have a period of forty-five (45) days from the Initial Acceptance Testing Period that all or date of receipt of the Products to inspect any portion of a shipment of the Products are for non-conforming with conformance because (i) the SpecificationsProducts 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, OMP shall provide Triax Dey xxxll send a written notice of non-conformance and appropriate supporting documentationto 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 unless Triax disputes the Parties shall meet within ten (10) days of such determination notice to discuss and attempt in good faith, Triax shall promptly correct faith to resolve the defects identified by OMP or supply new Products matter. If the Parties are unable to resolve the matter within thirty fifteen (3015) days after receipt of OMP's notice their initial meeting, the Parties shall submit the question of non-conformance. All costs conformance to an independent laboratory and/or consultant mutually agreeable to Meridian and expenses associated with any Dey xxx resolution and the resolution by such correction independent laboratory or replacement, including, without limitation, transportation charges for return to Triax and subsequent return to OMP, consultant shall be borne solely by Triax. Upon receipt by OMP of corrected or replaced Products, OMP shall have an additional sixty (60) day period to conduct Acceptance Testing ("Additional Acceptance Testing Period")binding on both Parties. If during such Additional Acceptance Testing Period, OMP the independent laboratory or consultant determines that any of the Products are still nonNon-conforming 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 Specifications, Triax destruction or return of Non-Conforming Products in accordance with Section 6e and shall (unless Triax disputes such determination in good faith) provide new replacement promptly replace the Non-Conforming Products for all non-with conforming Products at Triaxno 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 sole cost and expense and OMP shall 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 a second Additional Acceptance Testing Period for such replacement Productsbeen replaced. If Triax disputes any determination the independent laboratory or consultant determines that the Products were not Non-Conforming Products, Dey xxxll accept the Products; provided that the three month period specified with respect to such Products in Section 4i shall be shortened by OMP a period of time equal to the period from the date of shipment to the date of such determination. Notwithstanding the foregoing, if it is determined at a later date that the Products do not conform with to the Specificationsrequirements set forth in Section 3a hereof, the Parties shall submit the such Products at issue to a mutually-acceptable, independent testing lab, and the report issued by such testing lab shall be final and binding on the Parties. The fees charged by such testing lab will be paid by the Party whose position is not supported by the report of the testing lab. If the testing lab’s report supports the position of OMP, then Triax shall correct defects or supply new Products as set forth above, provided that the time period for doing so shall end thirty (30) days after the date on which the parties receive the testing lab’s reportdeemed Non-Conforming Products.

Non-Conforming Products. If OMP reasonably determines within (a) Vericel may reject any ACI-Maix-Membrane Product that is not in compliance with cGMP or fails to conform to the Initial Acceptance Testing Period that all or any portion of a shipment of Products are Specifications (“Rejected Products”) (i) for “apparent defects,” meaning those non-conforming with the Specificationsconformities that are capable of detection upon a reasonable visual inspection, OMP shall provide Triax a notice of non-conformance and appropriate supporting documentation, and unless Triax disputes such determination in good faith, Triax shall promptly correct the defects identified by OMP or supply new Products within thirty (30) [***] days after receipt of OMP's notice the ACI-Maix-Membrane Products; or (ii) for “latent defects,” meaning those that are not capable of detection upon a reasonable visual inspection, within [***] days from the date of discovery of such non-conformanceconformity. All costs Vericel shall inform Matricel of such rejection by providing notice in writing (including via email) and expenses associated shall return the Rejected Product to Matricel in accordance with Matricel’s instructions. In case of a supply by Matricel of any such correction ACI-Maix-Membrane Products that is not in compliance with cGMP or replacement, including, without limitation, transportation charges for return fails to Triax and subsequent return conform to OMP, shall be borne solely by Triax. Upon receipt by OMP of corrected or replaced Products, OMP shall have an additional sixty (60) day period to conduct Acceptance Testing ("Additional Acceptance Testing Period"). If during such Additional Acceptance Testing Period, OMP determines that any of the Products are still non-conforming with the Specifications, Triax then Vericel may choose that [***]. Matricel shall not be liable for (unless Triax disputes such determination in good faithI) provide new replacement any incorrect use of the ACI-Maix-Membrane CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Product or (II) any use of the ACI-Maix-Membrane Product without the legally required approval of the Final Product by Vericel, or a Vericel customer. ACI-Maix-Membrane Products for all non-conforming Products at Triax's sole cost and expense and OMP shall have a second Additional Acceptance Testing Period for such replacement Products. If Triax disputes any determination by OMP that comply with the Products Specifications but do not conform comply with the Specifications, the Parties Minimum Acceptable Surface Area After Hydration shall submit the Products at issue to not be regarded as a mutually-acceptable, independent testing lab, and the report issued by such testing lab shall be final and binding on the Parties. The fees charged by such testing lab will be paid by the Party whose position is not supported by the report of the testing lab. If the testing lab’s report supports the position of OMP, then Triax shall correct defects or supply new Products as set forth above, provided that the time period for doing so shall end thirty (30) days after the date on which the parties receive the testing lab’s reportmaterial defect.

Non-Conforming Products. If OMP reasonably determines within (a) Vericel may reject any ACI-Maix-Membrane Product that is not in compliance with cGMP or fails to conform to the Initial Acceptance Testing Period that all or any portion of a shipment of Products are Specifications (“Rejected Products”) (i) for “apparent defects,” meaning those non-conforming with the Specificationsconformities that are capable of detection upon a reasonable visual inspection, OMP shall provide Triax a notice of non-conformance and appropriate supporting documentation, and unless Triax disputes such determination in good faith, Triax shall promptly correct the defects identified by OMP or supply new Products within thirty (30) [***] days after receipt of OMP's notice the ACI-Maix-Membrane Products; or (ii) for “latent defects,” meaning those that are not capable of detection upon a reasonable visual inspection, within [***] days from the date of discovery of such non-conformanceconformity. All costs Vericel shall inform Matricel of such rejection by providing notice in writing (including via email) KEY: M = Matricel, V = Vericel CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and expenses associated shall return the Rejected Product to Matricel in accordance with Matricel’s instructions. In case of a supply by Matricel of any such correction ACI-Maix-Membrane Products that is not in compliance with cGMP or replacement, including, without limitation, transportation charges for return fails to Triax and subsequent return conform to OMP, shall be borne solely by Triax. Upon receipt by OMP of corrected or replaced Products, OMP shall have an additional sixty (60) day period to conduct Acceptance Testing ("Additional Acceptance Testing Period"). If during such Additional Acceptance Testing Period, OMP determines that any of the Products are still non-conforming with the Specifications, Triax then Vericel may choose that [***]. Matricel shall not be liable for (unless Triax disputes such determination in good faithI) provide new replacement any incorrect use of the ACI-Maix-Membrane Product or (II) any use of the ACI-Maix-Membrane Product without the legally required approval of the Final Product by Vericel, or a Vericel customer. ACI-Maix-Membrane Products for all non-conforming Products at Triax's sole cost and expense and OMP shall have a second Additional Acceptance Testing Period for such replacement Products. If Triax disputes any determination by OMP that comply with the Products Specifications but do not conform comply with the Specifications, the Parties Minimum Acceptable Surface Area After Hydration shall submit the Products at issue to not be regarded as a mutually-acceptable, independent testing lab, and the report issued by such testing lab shall be final and binding on the Parties. The fees charged by such testing lab will be paid by the Party whose position is not supported by the report of the testing lab. If the testing lab’s report supports the position of OMP, then Triax shall correct defects or supply new Products as set forth above, provided that the time period for doing so shall end thirty (30) days after the date on which the parties receive the testing lab’s reportmaterial defect.