Nonconforming Goods. Should the Agreement include Customer purchasing machines or equipment from Hawthorne, Customer shall have the right to reject nonconforming goods, or a nonconforming tender only if such nonconformity impairs the value of the goods by more than ten (10%) percent of the contract price. Customer’s failure to give notice of any claim within ten (10) days from the date of delivery shall constitute an unqualified acceptance of the goods and a waiver by Customer of all claims with respect to the goods. Hawthorne shall have the right to cure nonconformities in the goods or in their tender, provided that Customer notifies Hawthorne within ten (10) days of notification of the nonconformity of its intent to cure. Any such cure must occur within fourteen (14) days of the notification of the nonconformity.
Nonconforming Goods. (a) Seller acknowledges that Buyer may not perform incoming inspections of the Goods, and waives any rights to require Buyer to conduct such inspections. To the extent Xxxxx rejects Goods as nonconforming, the quantities under this Contract will automatically be reduced, unless Buyer otherwise notifies Seller. Seller will not replace quantities so reduced without a new contract or schedule from Buyer. Nonconforming Goods will be held by Buyer in accordance with Seller’s instructions at Seller’s risk. Seller’s failure to provide written instructions within ten (10) calendar days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity, shall entitle Buyer, at Buyer’s option, to return goods to Seller at Seller's cost or charge Seller for storage and handling or to dispose of the Goods without liability to Seller. Payment for nonconforming Goods shall not constitute an acceptance of such Goods, or limit or impair Buyer’s right to assert any legal or equitable remedy, or relieve Seller’s responsibility for latent defects.
Nonconforming Goods. Buyer shall have the right of inspection and approval, and may, in addition to its other remedies, reasonable opportunity to reject and return Goods or require replacement Goods at Seller’s sole cost and expense if such Goods are defective and/or not in compliance with specifications, warranty or any terms and conditions set forth in this Agreement. Payment for or use of Goods prior to inspection shall not constitute acceptance thereof and shall be made without prejudice to any and all claims that Buyer may have against Seller. Buyer’s signature on any shipping/receiving document shall not constitute acceptance of Goods or any different terms or conditions or acknowledge condition of Goods but shall merely acknowledge receipt of a shipment. Acceptance of any part of the shipment of Goods shall not bind Buyer to accept any non-conforming Goods simultaneously provided by Seller, nor deprive Buyer of the right to reject any previous or future non-conforming goods. If Seller fails to correct defects in or replace nonconforming Goods promptly, then Buyer, after reasonable notice to Seller, may make such corrections or replace such Goods and charge Seller for the cost incurred by Buyer in doing so. Destruction and clean-up costs of non-conforming Goods shall be reimbursed by Seller as well. In the event Buyer receives Goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement of such non-conforming Goods, as well as payment of damages.
Nonconforming Goods. To the extent Buyer rejects goods as nonconforming, the quantities under this order will automatically be reduced unless Buyer otherwise notifies Seller. Seller will not replace quantities so reduced without a new order or schedule from Buyer. Nonconforming goods will be held by Buyer for disposition in accordance with Seller's instructions at Seller's risk. Seller's failure to provide written instructions within ten (10) days, or such shorter period as may be commercially reasonable under the circumstances, after notice or nonconformity shall entitle Buyer, at Buyer's option, to charge Seller for storage and handling, or to dispose of the goods without liability to Seller. Payment for nonconforming goods shall not constitute an acceptance thereof, limit or impair Buyer's right to assert any legal or equitable remedy, or relieve Seller's responsibility for Patent defects.
Nonconforming Goods. Seller reserves the right to cure any shipment of nonconforming Goods. At the option of Seller, Xxxxx’s remedies for nonconforming Goods shall be limited to the repair or replacement of the nonconforming Goods, and if repair or replacement is not possible, return of the nonconforming Goods and repayment of any portion of the purchase price paid.
Nonconforming Goods. Buyer may inspect all or a sample of the Goods on or after the Delivery Date. Buyer, at its sole discretion, may reject all or any portion of the goods if it determines Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer may, upon written notice to Seller: (a) rescind this Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement thereof. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for return of the defective Goods and delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace, repair or rework the Goods from a third party and charge Seller the cost thereof and terminate this Order for default. Any inspection or other action by Buyer hereunder will not reduce or otherwise affect Seller’s obligations under this Order. Buyer may conduct further inspections after Seller has carried out its remedial actions.
Nonconforming Goods. Seller acknowledges that Buyer has no obligation to perform incoming inspections of the goods, and waives any rights to require Buyer to conduct such inspections. Any such inspection performed by Seller shall be without obligation to Buyer. To the extent Xxxxx rejects goods as nonconforming, the quantities under this contract will automatically be reduced unless Buyer otherwise notifies Seller. Except for consigned/bailed and/or indirect (goods not to be incorporated into Buyer’s products) goods, Seller will not replace quantities so reduced without a new contract or schedule from Buyer. Nonconforming goods will be held by Buyer in accordance with Seller’s instructions at Seller’s risk. Seller’s failure to provide written instructions within 10 days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer’s option, to charge Seller for storage and handling or to dispose of the goods without liability to Seller. Payment for nonconforming goods shall not constitute an acceptance of them, limit or impair Xxxxx’s right to assert any legal or equitable remedy available under applicable law, or relieve Seller’s responsibility for latent defects. Any goods (a) determined to be nonconforming by Seller (or its suppliers); (b) rejected by Buyer as nonconforming; or (c) that become obsolete or surplus, will be rendered unusable prior to salvage or disposal by Seller (or its suppliers). Seller will ensure that nonconforming, rejected, obsolete or surplus goods are not sold as service or replacement parts to third parties. Seller will institute appropriate controls with its suppliers to ensure compliance with this Section.
Nonconforming Goods. If a shipment of Compound or Collaboration Product fails, at the time of delivery, to comply with the applicable specifications, and Shire notifies New River of such nonconformity ([*]) within [*] following Shire’s receipt of such shipment, then New River will replace, at no additional expense to Shire, such Compound or Collaboration Product as soon as reasonably practicable after receipt of notification of nonconformity. Any dispute regarding whether a shipment of Compound or Collaboration Product conforms with the applicable specifications will be submitted to an independent laboratory mutually acceptable to the Parties for final resolution. The costs of retaining the laboratory will be included in Cost of Goods for the US Territory and will be borne by the Party whose evaluation of the applicable shipment of Compound or Collaboration Product is mistaken in the ROW Territory.
Nonconforming Goods. Seller acknowledges that Buyer will not perform incoming inspections of the goods, and waives any rights to require Buyer to conduct such inspections. Buyer shall comply with quality specifications for the product which have been agreed by parties and according to the warranty specified in the clause 8 below. Nonconforming goods will be replaced by Seller not later than the third following day of the nonconforming notice given to Seller or will be repaired, reworked if possible on Seller’s cost. Notwithstanding the foregoing the nonconforming products shall be held by Buyer in accordance with Seller’s instructions at Seller’s risk. Seller’s failure to provide written instructions within 10 days, or such shorter period as may be commercially reasonable under the circumstances, after notice of nonconformity shall entitle Buyer, at Buyer’s option, to charge Seller for storage and handling or to dispose of the goods without liability to Seller. Payment for nonconforming goods shall not constitute an acceptance of them, limit or impair Xxxxx’s right to assert any legal or equitable remedy, or relieve Seller’s responsibility for latent defects.
