FORWARD
THE COMPLAINT AND THE RELATED PRODUCT TO THE SUPPLIER.
THE SUPPLIER WILL THEN
EVALUATE THE COMPLAINT.
IF THE PRODUCT DOES NOT COMPLY WITH THE WARRANTY
CONTAINED IN SECTION 6.1, THEN THE SUPPLIER SHALL BE RESPONSIBLE TO REMEDY THE
NONCOMPLIANCE AS PROVIDED IN SECTION 6.2.
IF THE PRODUCT COMPLIES WITH THE
WARRANTY CONTAINED IN SECTION 6.1, THEN (I) THE SUPPLIER WILL RETURN THE PRODUCT
TO THE PURCHASER WITH THE SUPPLIER'S EVALUATION, AND THE COSTS OF SHIPPING THE
PRODUCT BETWEEN THE PURCHASER, THE SUPPLIER, AND THE CUSTOMER SHALL BE THE
PURCHASER'S RESPONSIBILITY; AND (II) TO THE EXTENT THE SUPPLIER'S INVESTIGATIONS
OF THE COMPLAINTS REPEATEDLY RESULT IN PRODUCTS THAT DO NOT BREACH THE WARRANTY
AND IMPOSE AN UNREASONABLE FINANCIAL BURDEN ON THE SUPPLIER, THEN THE PARTIES
WILL REVIEW THE CIRCUMSTANCES AND ATTEMPT TO MAKE THE SUPPLIER WHOLE WITH
RESPECT TO SUCH BURDEN.
5.8
STERILIZATION SERVICES.
STERILIZATION SERVICES WITH RESPECT TO
ANY PRODUCT WILL BE PROVIDED ONLY IF REQUESTED BY PURCHASER AND WILL ONLY BE
PERFORMED BY A THIRD-PARTY SUPPLIER APPROVED BY PURCHASER AND SOLELY AT
PURCHASER'S EXPENSE.
WITH RESPECT TO ANY SUCH STERILIZATION SERVICES, SUPPLIER
AND PURCHASER WILL JOINTLY REVIEW THE STERILIZATION PROTOCOL AND REPORT, WHICH
WILL INCLUDE THE RESULTS OF THE STERILIZATION VALIDATION/REVALIDATION.
PURCHASER WILL HAVE FINAL APPROVAL RESPONSIBILITY FOR ALL STERILIZATION
DOCUMENTATION (AND THE SERVICES PROVIDED THEREUNDER) AND IS ULTIMATELY
RESPONSIBLE FOR VERIFICATION AND CERTIFICATION OF PRODUCT STERILITY.
SUPPLIER
AND PURCHASER WILL DEFINE THE TERMS OF THE PRODUCT TRANSFER AND MUTUALLY AGREE
TO THE TERMS OF STERILE LOT RELEASE.
5.9
CERTAIN QUALITY REQUIREMENTS.
WITHOUT LIMITING ITS OTHER
OBLIGATIONS UNDER THIS AGREEMENT, SUPPLIER SHALL COMPLY WITH THE QUALITY
REQUIREMENTS SET FORTH IN EXHIBIT C.
9
CONFIDENTIAL
CERTAIN INFORMATION HAS BEEN REDACTED
CONFIDENTIAL TREATMENT REQUESTED
6.
PRODUCT WARRANTY AND LIMITED REMEDIES;
CUSTOMER COMPLAINTS.
6.1
WARRANTY.
THE SUPPLIER WARRANTS THAT EACH
PRODUCT AND EACH COMPONENT SHALL MATERIALLY COMPLY WITH THE SPECIFICATIONS FOR A
PERIOD OF TWO (2) YEARS FOLLOWING THE DATE OF ITS SHIPMENT, PROVIDED THAT THIS
WARRANTY SHALL NOT APPLY TO NON-CONFORMITIES AND SHALL BE VOID TO THE EXTENT
SUCH NON-CONFORMITIES ARE NOT CAUSED BY SUPPLIER'S OR SUPPLIER'S AGENTS' ACTS OR
OMISSIONS.
6.2
REMEDIES.
IF ANY PRODUCT DOES NOT CONFORM
TO THE WARRANTY STATED IN SECTION 6.1 ABOVE, THE SUPPLIER SHALL, AT PURCHASER'S
OPTION, WITHIN NINETY (90) DAYS REPAIR OR REPLACE SUCH PRODUCT OR COMPONENT AT
THE SUPPLIER'S OWN EXPENSE, AND SHIP SUCH REPAIRED OR REPLACEMENT PRODUCT OR
COMPONENT BACK TO EITHER THE PURCHASER OR THE APPLICABLE CUSTOMER AT THE
SUPPLIER'S OWN EXPENSE, OR CREDIT TO THE PURCHASER THE PURCHASE PRICE FOR THE
PRODUCT OR COMPONENT.
THE FOREGOING WARRANTY, AND THE REMEDIES PROVIDED FOR IN
THIS SECTION 6.2, ARE EXPRESSLY CONDITIONED UPON (I) PURCHASER PROVIDING
SUPPLIER WITH PROMPT WRITTEN NOTICE OF ANY NONCONFORMING PRODUCT OR COMPONENT
PRIOR TO THE EXPIRATION OF THE WARRANTY PERIOD, WHICH NOTICE MUST IDENTIFY WITH
PARTICULARITY THE NON-CONFORMITY, AND (II) PURCHASER'S FULL COOPERATION WITH
SUPPLIER IN ALL REASONABLE RESPECTS RELATING THERETO.
ALL DEFECTIVE PRODUCTS OR
COMPONENTS WHICH ARE COVERED BY THE FOREGOING WARRANTY SHALL BE SHIPPED TO