Common use of Rejection of Products Clause in Contracts

Rejection of Products. 3.10.1 Distributor shall promptly inspect the Products in respect of any quantity shortage and breakage of packages (collectively, “Non-conformity”), and any claim against which shall be raised to MPNT in writing within ten (10) Business Days after receipt of the Products (the “Rejection Period”). In the event that no such claim is raised within the Rejection Period, the said Products shall be deemed under good conditions, consistent with the Order and MPNT shall not be liable for any claims raised thereafter. 3.10.2 In order to reject a Product, Distributor shall, within the Rejection Period, notify MPNT of any Non-conformity in writing, by facsimile or e-mail of its rejection(the “Rejection Notice”), the Rejection Notice must include (but not limited to) the following contents: Order number, delivery date and place, name and quantity of the Products which are considered not to be consistent with the Order, the counselor feedback, form of Customer Feedback Form, the reason and evidence why Distributor considers the Products not in conformity with the Order and any other documentation and information required by MPNT on a case-by-case basis (the “Rejection Evidence”). 3.10.3 MPNT will evaluate all such Rejection Evidence to determine if there is any Non-conformity in respect of the rejected Products. In the event MPNT confirms such Non-conformity, then after friendly communication with Distributor, and at MPNT’s sole election, Distributor shall either return or destroy the rejected Products in accordance with MPNT’s instruction from time to time. In the case of return of the Products, Distributor shall return to MPNT the rejected Products, freight prepaid, in its original shipping carton as promptly as possible, but no later than thirty (30) Business Days after its receipt of the Products. The rejected Products shall be shipped to MPNT’s designated address and delivered to MPNT’s designated liaison pursuant to MPNT’s instruction from time to time. MPNT shall either replace the Products at its expense, or credit Distributor for the price of the rejected Products paid by Distributor, at MPNT’s sole discretion. In the case of destruction of the Products, Distributor shall, at its own costs, (i) destroy such rejected Products locally and (ii) submit documentary evidence of such destruction to MPNT for review and archival purpose, as required by MPNT. After MPNT confirms all documentary evidence of such destruction of the

Rejection of Products. 3.10.1 Distributor (a) Client shall promptly inspect the Products in respect of any quantity shortage and breakage of packages (collectively, “Non-conformity”), and any claim against which shall be raised to MPNT in writing manufactured by Patheon within ten (10) Business Days after receipt of the Products (the “Rejection Period”). In the event that no such claim is raised within the Rejection Period, the said Products shall be deemed under good conditions, consistent with the Order and MPNT shall not be liable for any claims raised thereafter. 3.10.2 In order to reject a Product, Distributor shall, within the Rejection Period, notify MPNT of any Non-conformity in writing, by facsimile or e-mail of its rejection(the “Rejection Notice”), the Rejection Notice must include (but not limited to) the following contents: Order number, delivery date and place, name and quantity of the Products which are considered not to be consistent with the Order, the counselor feedback, form of Customer Feedback Form, the reason and evidence why Distributor considers the Products not in conformity with the Order and any other documentation and information required by MPNT on a case-by-case basis (the “Rejection Evidence”). 3.10.3 MPNT will evaluate all such Rejection Evidence to determine if there is any Non-conformity in respect of the rejected Products. In the event MPNT confirms such Non-conformity, then after friendly communication with Distributor, and at MPNT’s sole election, Distributor shall either return or destroy the rejected Products in accordance with MPNT’s instruction from time to time. In the case of return of the Products, Distributor shall return to MPNT the rejected Products, freight prepaid, in its original shipping carton as promptly as possible, but no later than thirty (30) Business Days business days after its receipt at Client’s warehouse and shall give Patheon written notice (a “Deficiency Notice”) of the Products. The rejected Products shall be shipped to MPNT’s designated address and delivered to MPNT’s designated liaison pursuant to MPNT’s instruction from time to time. MPNT shall either replace the Products at its expense, or credit Distributor all claims for the price of the rejected Products paid by Distributor, at MPNT’s sole discretion. In the case of destruction of the Products, Distributor shall, at its own costs, (i) destroy Products which do not conform to the Patheon Manufacturing Requirements or the tests results as shown on the certificate of analysis (such rejected Products locally and being referred to herein as “Non-Conforming Products”), or (ii) submit documentary evidence shortages in the amount of delivered Products, in each case prior to the expiry of such destruction thirty (30) day period. Except as set out in Sections 4.2 and 4.3 below, Patheon shall have no liability for any deviations or shortages for which it has not received notice within such thirty (30) day period. Client shall return, at Patheon’s expense, any Non-Conforming Product. Cost and method of returned Non-Conforming Product disposal shall be Patheon’s responsibility. (b) Upon receipt of a Deficiency Notice relating to MPNT claims under 2.6(a)(i) above, Patheon shall have 10 business days to notify Client in writing as to whether it agrees that the subject Products are Non-Conforming Products. If Client and Patheon fail to agree within 10 business days after Patheon’s notice to Client as to whether any Products identified in the Deficiency Notice are Non-Conforming Products, the parties shall mutually determine an independent laboratory to evaluate whether the Products are Non-Conforming Products. If such evaluation certifies that any Products are Non-Conforming Products, Client may have those Products replaced in the manner contemplated by Subsection 2.6(d). (c) Claims for review shortages set out in a Deficiency Notice delivered to Patheon pursuant to Subsection 2.6(a)(ii) shall be dealt with in accordance with normal commercial practices. (d) All fees and archival purposedisbursements incurred in connection with the independent determination by the laboratory as described in Section 2.6(b) above shall be borne by the party which determined incorrectly that the relevant Product was or was not a Non-Conforming Product. Within 15 days of the determination by the independent laboratory that the Product is a Non-Conforming Product, as required by MPNT. After MPNT confirms all documentary evidence of Patheon shall replace such destruction of thereturned Non-Conforming Product at its expense or if it is unable to make prompt replacement, shall either credit Client’s account or refund any payment made on the rejected Product, depending on Client’s account balance.

Rejection of Products. 3.10.1 Distributor All Products shipped for replacement under this provision will be new unless otherwise agreed. FUJI XEROX shall inspect all Products promptly inspect upon receipt thereof and may reject any Product that fails in any material way to meet the specifications set forth in AUSPEX's current brochure for that Product. AUSPEX will provide new replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds the Products in respect defective within thirty (30) days from the date of any quantity shortage and breakage of packages (collectively, “Nonshipment to the end-conformity”), and any claim against which users ( "Rejection Period") Any Product not properly rejected within the "Rejection Period" shall be raised to MPNT in writing within ten (10) Business Days after receipt deemed accepted on the earlier of the Products (end of the “Rejection Period”)Period or acceptance of the Product by FUJI XEROX's customer. In the event that no such claim If any unit of a Product is raised within shipped by FUJI XEROX to its customer prior to expiration of the Rejection Period, the said Products then that unit shall be deemed under good conditions, consistent with the Order accepted upon receipt by FUJI XEROX unless or until a separate procedure is established between AUSPEX and MPNT shall not be liable for any claims raised thereafter. 3.10.2 In order FUJI XEROX to reject a separate Product. In any case, Distributor FUJI XEROX shall, within the Rejection Period, notify MPNT of any Non-conformity AUSPEX in writing, writing or by facsimile or e-mail telecopy of its rejection(the “Rejection Notice”rejection and request a Return Material Authorization number ("RMA number"), . AUSPEX shall provide the Rejection Notice must include RMA number in writing (but not limited towhich may be by email or telecopy) the following contents: Order number, delivery date and place, name and quantity to FUJI XEROX within four (4) working days after receipt of the Products which are considered not to be consistent with the Order, the counselor feedback, form of Customer Feedback Form, the reason and evidence why Distributor considers the Products not in conformity with the Order and any other documentation and information required by MPNT on a case-by-case basis (the “Rejection Evidence”). 3.10.3 MPNT will evaluate all such Rejection Evidence to determine if there is any Non-conformity in respect request. Within 21 days after receipt of the rejected Products. In the event MPNT confirms such Non-conformityRMA, then after friendly communication with Distributor, and at MPNT’s sole election, Distributor shall either return or destroy the rejected Products in accordance with MPNT’s instruction from time to time. In the case of return of the Products, Distributor FUJI XEROX shall return to MPNT AUSPEX the rejected ProductsProduct, freight prepaid, in its original shipping carton as with the RMA number displayed on the outside of the carton. As promptly as possible, practicable but no later than thirty twenty (3020) Business Days working days after its receipt by AUSPEX of the Products. The properly rejected Products shall be shipped to MPNT’s designated address and delivered to MPNT’s designated liaison pursuant to MPNT’s instruction from time to time. MPNT shall either replace the Products at its expense, or credit Distributor for the price of the rejected Products paid by Distributor, at MPNT’s sole discretion. In the case of destruction of the Products, Distributor AUSPEX shall, at its own costsoption and expense, take reasonable steps to either repair or replace the Products. In case AUSPEX considers it difficult to repair the returned Product within the twenty (i20) destroy such rejected Products locally working day period, AUSPEX shall, within seven (7) working days after receipt of the returned Product, notify FUJI XEROX thereof with reason for the delay and (ii) submit documentary evidence estimated date of completion of the repair and obtain FUJI XEROX's approval of such destruction delay, which approval shall not be unreasonably withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement Product at no charge. If, after the exercise of reasonable efforts, AUSPEX is unable to MPNT repair or replace the Product, FUJI XEROX shall be relieved of its payment obligation for review such defective Product and archival purposeAUSPEX shall refund any payments made by FUJI XEROX for it, as required by MPNTand AUSPEX shall have no further liability to FUJI XEROX in connection with such Product. After MPNT confirms For any properly rejected Products, AUSPEX shall pay all documentary evidence charges for importation into the United States, if any, and shall also pay the shipping (including costs for insurance) back to FUJI XEROX, and FUJI XEROX shall pay all charges accompanied with re-importation of such destruction of theProducts into the Territory.

Rejection of Products. 3.10.1 Distributor (a) Medicis shall promptly inspect the Products manufactured by AAI within *** after receipt thereof and shall give AAI written notice (a “Deficiency Notice”) of all Shortages and obvious damage to or defects in respect the delivered Products, prior to the expiry of *** day period, except that Medicis shall give AAI a Deficiency Notice of any quantity shortage and breakage of packages (collectivelynon-obvious defects, “Non-conformity”)including failure to meet Specifications, and any claim against which within *** following discovery thereof. Except as set forth in Section 4.2 below, AAI shall be raised to MPNT in writing within ten (10) Business Days after receipt of the Products (the “Rejection Period”). In the event that have no such claim is raised within the Rejection Period, the said Products shall be deemed under good conditions, consistent with the Order and MPNT shall not be liable liability for any claims raised thereafterShortages or defects for which it has not received a Deficiency Notice within such ***. 3.10.2 In (b) A Deficiency Notice pursuant to this Section 2.5 shall describe the deficiency in such detail as to reasonably inform AAI of its nature and basis. Thereafter, upon request, Medicis shall provide AAI with all information and documentation reasonably requested by AAI in order to reject evaluate the Deficiency Notice. AAI shall have a Product, Distributor shall, within the Rejection Period, notify MPNT period of any Non-conformity in writing, by facsimile or e-mail of its rejection(the “Rejection Notice”), the Rejection Notice must include (but not limited to) the following contents: Order number, delivery date and place, name and quantity of the Products which are considered not to be consistent with the Order, the counselor feedback, form of Customer Feedback Form, the reason and evidence why Distributor considers the Products not in conformity with the Order and any other documentation and information required by MPNT on a case-by-case basis (the “Rejection Evidence”). 3.10.3 MPNT will evaluate all such Rejection Evidence to determine if there is any Non-conformity in respect of the rejected Products. In the event MPNT confirms such Non-conformity, then after friendly communication with Distributor, and at MPNT’s sole election, Distributor shall either return or destroy the rejected Products in accordance with MPNT’s instruction from time to time. In the case of return of the Products, Distributor shall return to MPNT the rejected Products, freight prepaid, in its original shipping carton as promptly as possible, but no later than thirty (30) Business Days *** after its receipt of a Deficiency Notice to present in writing to Medicis any objections AAI may have to the Productsmatters set forth therein. If no objections are raised within such ***, the Deficiency Notice shall be deemed final and accepted and approved by AAI on such ***. If AAI shall raise any objections, Medicis and AAI shall attempt to resolve the matters in dispute, and if resolved, the Parties shall accordingly revise the Deficiency Notice and the Deficiency Notice as so revised shall become final. If such dispute cannot be resolved by the Parties within *** after delivery of the Deficiency Notice to AAI, then, upon *** prior written notice to the other party, the matters in dispute shall be submitted to Boston Analytical, Inc. of Salem, New Hampshire, unless objected to by either party within the *** notice period, or such other laboratory as agreed to in writing by the Parties (in either case, the “Laboratory”), which Laboratory shall make a final and binding determination as to such matters. The rejected Products expenses associated with such dispute determination by the Laboratory shall be shipped borne by the Party whose position was not substantiated by such firm. (c) To the extent that a deficiency is set forth in a final Deficiency Notice, AAI shall, as soon as is commercially reasonable but in no event later than *** after the Deficiency Notice becomes final in accordance with Section 2.6(b) hereof, supply Medicis with Product conforming to MPNT’s designated address the Specifications in an amount equal to the deficiency, and delivered to MPNT’s designated liaison pursuant to MPNT’s instruction from time to time. MPNT shall either replace reimburse Medicis for all Active Materials consumed in the Products at its expense, or credit Distributor for the price production of the rejected Products paid by Distributorsuch Product, at MPNT’s sole discretion. In the case of destruction of the Products, Distributor shall, at its own costs, (i) destroy such rejected Products locally and (ii) submit documentary evidence of such destruction to MPNT for review and archival purpose, as required by MPNT. After MPNT confirms all documentary evidence of such destruction of theReimbursable Value.