API Requirements definition
Examples of API Requirements in a sentence
All API to be supplied under this Agreement shall be manufactured by Manufacturer at the facility [*] (the “Manufacturing Facility”), in conformance with the API Requirements, the Quality Agreement and the terms of this Agreement.
Any claim by Company that API does not conform to the API Requirements shall be made in writing to SAFC within such [***] period and shall be accompanied by a detailed report of analysis prepared by or on behalf of Company.
In the event of a dispute concerning the fulfilment of API Requirements, Company and SAFC shall agree on an independent testing laboratory of recognized standing in the industry selected by SAFC and approved by Company (which approval shall not be unreasonably withheld) (“Laboratory”) to determine whether any such API met the API Requirements.
If as a result of such inspection Company or its designee discovers that any API delivered by Manufacturer under this Agreement fails to conform with the API Requirements, Company or such designee may reject such API by providing Manufacturer written notice thereof within [*] after Company’s or its designees’s receipt of such API.
Except for SAFC’s indemnification obligations in respect of third party claims under Section 6.8 below, the remedy under this Section 4.3 shall be Company’s exclusive remedy and SAFC’s sole liability for any claim that API fails to conform to the API Requirements.
If Manufacturer does not agree with Company’s or its designee’s determination that such API fails to conform to the API Requirements, then the Manufacturer and Company, or Company’s designee, shall use reasonable efforts to resolve such disagreement as promptly as possible.
If any API delivered to Company fails to conform to API Requirements, SAFC, [***] within a commercially reasonable period not to exceed [***] from the date that Company notifies SAFC of such nonconformity.
In addition, if the API is determined not to have met the API Requirements, SAFC shall [***].
The expenses related to such testing shall be borne by SAFC only if the testing confirms that API Requirements are not fulfilled, and otherwise by Company.
Without limiting the foregoing, Manufacturer and Company, or Company’s designee, shall discussing in good faith mutually acceptable testing procedures pursuant to which both the Manufacurer and Company, or Company’s designee, will re-test a sample of the disputed API to determine whether such API complies with the API Requirements.