Common use of Non-Conforming Products Clause in Contracts

Non-Conforming Products. Any goods that fail to conform to the requirements of the applicable PO, specifications, or this Agreement or that a governmental agency declares are unfit or otherwise unsafe for their intended use or in violation of any Law will be considered non-conforming (“Non-Conforming Products”). Seller will promptly furnish to Buyer all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives that suggest or indicate that any Products, or any ingredient of, or any material included in, any Products, or any packaging or supplies used in connection with any Products, may be Non-Conforming Products. 1. Buyer will have the right to reject any Non-Conforming Products by written notice after ▇▇▇▇▇ discovers the nonconformity, no matter when the discovery occurs. 2. If Seller requests, ▇▇▇▇▇ will either return such rejected Non-Conforming Products to Seller or dispose of same, at Seller’s risk and expense, and Seller will reimburse Buyer for all commercially reasonable charges, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non-Conforming Products. 3. Buyer may require Seller to replace the rejected Non-Conforming Products as soon as possible or terminate the applicable PO pertaining to the Non-Conforming Products for cause pursuant to this Agreement. If payment has already been made for the rejected Non-Conforming Products, then Buyer will be entitled to a credit or refund, at Buyer’s option, of that payment, and Seller will reimburse Buyer for all commercially reasonable charges, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non- Conforming Products. 4. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products remain in Buyer’s possession or control, Seller will reimburse Buyer for the costs incurred in the production of such products along with all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt 5. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products are no longer in Buyer’s possession or control, Buyer will have the right to field correct, withdraw, recall or repurchase such Non-Conforming Products or products from any third party in possession or control of such Non-Conforming Products or products, and Seller will reimburse Buyer for all reasonable costs incurred by Buyer or Buyer’s clients and customers or end users in connection therewith, including all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such Non-Conforming Products or products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt to obtain any salvage value). Upon ▇▇▇▇▇’s request, Seller will assist Buyer in any or all reasonable aspects of a field correction, withdrawal, recall or repurchase, including developing a plan therefore and preparing and furnishing any required reports, records, and other information. Payment by Buyer shall not be deemed to be acceptance by Buyer of any Products.

Non-Conforming Products. Any goods (a) Supplier will notify Buyer immediately after it becomes aware that fail to any of the Products do not conform to the warranties in Section 5 or other Contract requirements of the applicable PO, specifications, or this Agreement or that a governmental agency declares are unfit or otherwise unsafe for their intended use or in violation of any Law will be considered defective. If non-conforming (“Non-Conforming Products”). Seller will promptly furnish or defective Products are shipped to Buyer all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives that suggest or indicate that any Products, or any ingredient of, or any material included in, any Products, or any packaging or supplies used in connection with any Products, may be Non-Conforming Products. 1. Buyer will have the right to reject any Non-Conforming Products rejected by written notice after ▇▇▇▇▇ discovers the nonconformity, no matter when the discovery occurs. 2. If Seller requests, ▇▇▇▇▇ will either return such rejected Non-Conforming Products to Seller or dispose of same, at Seller’s risk and expense, and Seller will reimburse Buyer for all commercially reasonable charges, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non-Conforming Products. 3. Buyer may require Seller to replace the rejected Non-Conforming Products as soon as possible or terminate the applicable PO pertaining to the Non-Conforming Products for cause pursuant to this Agreement. If payment has already been made for the rejected Non-Conforming Products, then Buyer will be entitled to a credit or refund, at Buyer’s option, of that payment, and Seller will reimburse Buyer for all commercially reasonable charges, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal of the Non- Conforming Products. 4. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products remain in Buyer’s possession or control, Seller will reimburse Buyer for the costs incurred in the production of such products along with all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt 5. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products are no longer in Buyer’s possession or control, Buyer will have the right to field correct, withdraw, recall or repurchase such Non-Conforming Products or products from any third party in possession or control of such Non-Conforming Products or products, and Seller will reimburse Buyer for all reasonable costs incurred by Buyer or Buyer’s clients and customers or end users in connection therewith, including all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such Non-Conforming Products or products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt to obtain any salvage value). Upon ▇▇▇▇▇, the quantities under the Contract will be reduced unless Buyer otherwise notifies Supplier, and Supplier may not replace rejected Products without a new Release or other written direction from Buyer. (b) In addition to the other remedies available to Buyer for non-conforming or defective Products, Buyer may (1) return any non-conforming or defective Products at Supplier’s request, Seller will assist Buyer in any or all reasonable aspects of a field correction, withdrawal, recall or repurchaserisk and expense for credit at the full invoice price plus transportation charges, including developing a plan therefore transportation from Buyer’s customer, (2) require Supplier to replace non- conforming or defective Products, (3) correct non- conforming or defective Products, (4) require Supplier to correct non-conforming or defective Products or processes and preparing and furnishing any required reportsnotify Buyer of the corrective actions taken, records(5) implement or require Supplier to implement containment, inspection, sorting, and other information. Payment quality assurance procedures at Supplier’s plant or at Buyer’s or its customers’ facilities, and/or (6) recover from Supplier all reasonable costs and expenses incurred by Buyer shall not be deemed or its customers as a result of the non-conforming or defective Products or the actions authorized in this Section 6.2. Supplier may use temporary employees or a third party to be acceptance implement containment, inspection, sorting, and other quality assurance procedures at Supplier’s plant or at Buyer’s plant or its customer’s facilities only with Buyer’s prior approval. (c) In addition to the other remedies available to Buyer for non-conforming or defective Products, Buyer may require Supplier to participate at its expense in any recall or other field service action conducted by Buyer or its customers based in whole or in part on non-conforming or defective Products, including reimbursing Buyer for administrative, labor, and other expenses incurred by Buyer. Buyer and Supplier will jointly investigate the root cause of any non-conforming or defective Products and decide the reasonable amount of Supplier’s reimbursement costs to Buyer after reviewing the possible effect of non-conforming or defective products provided by other suppliers and the aggregate amount of Buyer’s purchases of Products from Supplier. (d) Payment for non-conforming or defective Products does not constitute acceptance, does not limit or impair Buyer’s right to assert any legal or equitable remedy, and does not relieve Supplier of its responsibility for defects and non-conforming Products, even if Buyer is aware of the non- conformance or defect at the time of payment.

Non-Conforming Products. Any goods Notwithstanding payment or prior inspection and in addition to all other remedies it may have, Buyer, at its option and at Seller's sole risk and expense, may reject and return or retain and correct, Products that fail to conform to the requirements of the applicable POany warranty, specificationscondition, specification, standard, or other requirement of this Agreement Order, even if the non- conformity does not become apparent until the manufacturing or that a governmental agency declares are unfit processing stage and whether or otherwise unsafe for their intended use not such nonconforming Products constitute raw materials being manufactured or in violation of any Law will be considered non-conforming (“Non-Conforming Products”)processed by Buyer or Buyer’s Customers or Products manufactured or processed by Seller from prototypes provided by Buyer or Buyer’s Customers. Seller will promptly furnish to Buyer all information and copies of all documents (including any complaints, inquiries, test or inspection results, internal reviews, warnings, declarations or notices) that Seller receives that suggest or indicate that any Products, or any ingredient of, or any material included in, any Products, or any packaging or supplies used in connection with any Products, may be Non-Conforming Products. 1. Buyer will have the right to reject any Non-Conforming Products If requested by written notice after ▇▇▇▇▇ discovers ▇, Seller promptly will evaluate the nonconformityProducts to determine the root cause of the non-conformance and provide Buyer with an analysis of the non- conforming Products and Seller's plan to correct the non-conformance in the Products at issue and those shipped in the future. Seller will reimburse Buyer for all expenses resulting from investigation into, no matter when rejection of, or correction of any non-conformance, including, without limitation all expenses related to scrap, internal time, materials, overhead and labor. At the discovery occurs. 2. If Seller requests, request of ▇▇▇▇▇ ▇, Seller will either return such rejected Nonprovide a quality and warranty analysis with respect to any non-Conforming conforming Products to identify the cause of such quality or warranty problems and to propose a method of correcting such problems. To the extent Buyer rejects Products as non-conforming, the quantities under this Order will automatically be reduced unless Buyer otherwise notifies Seller, and Seller will not replace quantities so reduced without a new release or dispose of same, schedule from Buyer. Nonconforming Products will be held by Buyer for disposition in accordance with Seller’s instructions at Seller’s risk and expense. Seller’s failure to provide written instructions within ten (10) days, and Seller will reimburse Buyer for all or such shorter period as may be commercially reasonable chargesunder the circumstances, expenses or commissions incurred in the inspection, receipt, transportation, care, custody and disposal after notice of the Nonnon-Conforming Products. 3. Buyer may require Seller to replace the rejected Non-Conforming Products as soon as possible or terminate the applicable PO pertaining to the Non-Conforming Products for cause pursuant to this Agreement. If payment has already been made for the rejected Non-Conforming Products, then Buyer will be entitled to a credit or refundconformity shall entitle Buyer, at Buyer’s option, of that payment, to charge Seller for storage and Seller will reimburse Buyer for all commercially reasonable charges, expenses handling or commissions incurred in the inspection, receipt, transportation, care, custody and disposal to dispose of the Non- Conforming Products. 4, in either case without liability to Seller. If Buyer has incorporated any rejected Non-Conforming Title to Products into any products, and such products remain in Buyer’s possession or control, Seller will reimburse Buyer designated for the costs incurred in the production of such products along with all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt 5. If Buyer has incorporated any rejected Non-Conforming Products into any products, and such products are no longer in Buyer’s possession or control, return by Buyer will have the right immediately revert to field correct, withdraw, recall or repurchase such Non-Conforming Products or products from any third party in possession or control Seller upon notice to Seller of such Non-Conforming Products or products, and Seller will reimburse Buyer for all reasonable costs incurred by Buyer or Buyer’s clients and customers or end users in connection therewith, including all commercially reasonable charges, expenses or commissions incurred in the inspection, transportation, receipt, care, custody and disposal of such Non-Conforming Products or products, net of any salvage value received in connection with such disposal (provided, that Buyer is under no obligation to attempt to obtain any salvage value). Upon ▇▇▇▇▇’s request, Seller will assist Buyer in any or all reasonable aspects of a field correction, withdrawal, recall or repurchase, including developing a plan therefore and preparing and furnishing any required reports, records, and other information's intent to return the Products. Payment by Buyer for non-conforming Products shall not be deemed constitute an acceptance thereof, limit or impair Buyer’s right to be revoke acceptance by Buyer or assert any legal or equitable remedy, or relieve Seller of any responsibility for non-conforming Products, defects, quality, condition or warranty issues.