Defective Products. Any Products delivered to [[Organization B:Organization]] by [[Organization A:Organization]] which are finally determined to be a Defective Product or contain a Latent Defect in accordance with Section 3.2, shall be replaced at [[Organization A:Organization]]'s expense. In the event the Product is determined to have a Latent Defect, the Product will be promptly returned to the [[Organization A:Organization]] by the [[Organization B:Organization]].

Purchaser may reject any Supply Deliverable delivered under this Agreement that does not comply with the warranties set forth in [Section 6.2] (a “Defective Product”) by giving written notice of such Defective Products to Supplier within ninety (90) days after receipt thereof. If Purchaser fails to so notify Supplier of any Defective Product within such ninety (90) day period, Purchaser will be deemed to have accepted the Product, subject to [Section 3.3(b)] and without otherwise limiting Purchaser’s remedies at law or equity.

“Defective Product” shall have the meaning set forth in [Section 3.3(a)].

In notifying Supplier of Defective Product, Purchaser shall identify in reasonable detail the nature of the defect and Purchaser’s determination as to the cause of the defect. Supplier shall have a reasonable opportunity, not to exceed forty-five (45) days from receipt of notification, to review any materials provided by Purchaser to substantiate the existence of a Defective Product and to inspect its own stocks (if any) of Supply Deliverables. Supplier shall thereafter provide Purchaser with detailed written instructions to return or dispose of such Defective Product, subject to [Section 3.4] of this Agreement. If Supplier requests that Purchaser return allegedly Defective Product, Supplier shall immediately provide a Returned Material Authorization (“RMA”) number to Purchaser. Within thirty (30) business days of its receipt of the RMA number, Purchaser shall return to Supplier the allegedly Defective Product, freight prepaid, in a shipping carton with the RMA number displayed on the outside of the carton. Supplier reserves the right to refuse to accept any allegedly Defective Products that do not bear an RMA number on the outside of the carton. Purchaser shall have no obligation to pay for any Supply Deliverable that is subject to a claim of non-compliance or defect made pursuant to this Section. Subject to [Section 3.4], Supplier shall, at the option of the Purchaser, either: # within eight (8) weeks, and at Supplier’s own expense, replace such defective or nonconforming Supply Deliverable, or # credit Purchaser with the transfer price paid by Purchaser in connection with such Supply Deliverable and reimburse Purchaser for its costs incurred in connection with the shipment and return of the Defective Product, or # refund any sums paid to Supplier attributable to the defective or nonconforming Supply Deliverable, and reimburse Purchaser for its costs incurred in connection with the shipment and return of the Defective Product. Purchaser shall not have the right to return any quantity of Supply Deliverables except for Defective Products subject to and in accordance with this [Section 3.3(c)].

Withdrawal or Recall of Products. If ​ or any governmental authority determines that any Product sold to ​ is materially defective and a recall campaign is necessary, ​ will have the right to implement such recall campaign and will coordinate the return of defective Product by ​ to ​ or order ​ to destroy such recalled Product, as determined by ​ in its reasonable discretion, at ​’s sole cost and risk.

Neither the Company, any Subsidiary, nor, to the Company’s knowledge, any of its or their licensees, partners, collaborators or joint venturers has developed, manufactured, commercialized, produced, formulated, propagated, modified, customized, processed, distributed or sold any Company Product that did not comply with any express or implied warranty regarding such Company Product or that contained any unintended Hazardous Substance or that was otherwise adulterated, contaminated, mislabeled, defective, off-specification or improperly packaged or transported.

3.4Independent Testing. If Supplier disagrees with Purchaser’s determination that certain units of Supply Deliverables are Defective Product, then either Party may submit such Supply Deliverables to an independent Third Party testing service, mutually and reasonably acceptable to both parties, for analytical testing to determine whether such Supply Deliverables are Defective Product. The Parties agree that such testing service’s determination shall be final and determinative. The Party against whom the Third Party testing service rules shall bear all costs of the Third Party testing.

Minor Quality Problems: see the Appendix;

#[[Organization B:Organization]] will inspect each shipment of Product upon receipt to verify such shipment's conformity to the relevant Purchase Order, Laws, and Specifications as of the time the Product was delivered to [[Organization B:Organization]]. If [[Organization B:Organization]] determines that any portion or all of any shipment of the Product did not conform to the Purchase Order as of the time it was delivered to [[Organization B:Organization]] (each non-conforming Product , a " Defective Product" ), then [[Organization B:Organization]] shall be entitled to reject such portion or all of any shipment of Product that includes Defective Product. [[Organization B:Organization]] shall notify [[Organization A:Organization]] in writing if the shipment of Product includes Defective Product that existed at the time of the delivery of the Products to [[Organization B:Organization]]. Such notification shall be made as soon as reasonably practicable after discovery of the nonconformity, but not later than thirty (30) days after delivery of the Products. Such notice shall: # specify the reasons for rejection, and # contain the testing results and methodology used to determined non-conformance of the Defective Product. If [[Organization B:Organization]] does not so reject the Products within thirty (30) days after delivery, [[Organization B:Organization]] shall be deemed to have accepted the Products. After notice of rejection is received by [[Organization A:Organization]], [[Organization B:Organization]] shall cooperate with [[Organization A:Organization]] in determining whether such rejection is justified. [[Organization A:Organization]] shall notify [[Organization B:Organization]] as soon as reasonably possible, but not later than thirty (30) days after receipt of the notice from [[Organization B:Organization]], whether it accepts [[Organization B:Organization]]' s basis for rejection. Notwithstanding anything to the contrary, if a portion or all of any shipment of Product has a latent defect that renders such Product a Defective Product prior to the expiry date of such Product and that # was not reasonably discoverable within the inspection period specified in this Section 3.2 an # was attributable to [[Organization A:Organization]]' s manufacture and/or supply and # did not occur after receipt of such Product by [[Organization B:Organization]] as described in Section 3.2 (each such defect, a " Latent Defect" ), [[Organization B:Organization]] shall promptly, and in no event more than twenty (20) days after the discovery or notification of such Latent Defect, notify [[Organization A:Organization]] of such Latent Defect. If [[Organization A:Organization]] accepts [[Organization B:Organization]]'s determination that the Product is a Defective Product or that the Product contain s a Latent Defect, then [[Organization B:Organization]] shall be entitled to the remedies set forth in Section 6.4 hereof. If [[Organization A:Organization]] does not accept [[Organization B:Organization]]'s determination that the Product is a Defective Product or that the Product contains a Latent Defect, and [[Organization B:Organization]] does not accept [[Organization A:Organization]]'s conclusion, then [[Organization A:Organization]] and [[Organization B:Organization]] shall jointly select an independent Third Party to determine whether it conforms to the Purchase Order (the "Third Party Determination"). The Parties agree that the Third Party Determination shall be final. If the Third Party rules that the Product conformed to the Purchase Order as of the time the Product was delivered to [[Organization B:Organization]] or that the Product does not contain a Latent Defect, as applicable, then [[Organization B:Organization]] shall be deemed to have accepted the Product at the agreed upon price and [[Organization B:Organization]] shall bear the cost of the Third Party Determination. If the Third Party rules that the Product does not conform to the Purchase Order at the time the Product was delivered to [[Organization B:Organization]] or that the Product contains a Latent Defect, then [[Organization B:Organization]] shall be entitled to the remedies set forth in Section 6.4 hereof and [[Organization A:Organization]] shall bear the cost of such Third Party Determination. In the event the Product is determined to have a Latent Defect, the Product will be promptly returned to the [[Organization A:Organization]] by the [[Organization B:Organization]].

Product Warranties. TLC hereby represents and warrants that all TLC Products delivered under this Agreement by TLC Group shall # comply with all applicable specifications (to be mutually agreed upon before TLC Products delivery); # be manufactured, packaged, labeled and delivered in compliance with all Applicable Law in the China Territory; # not be misbranded or adulterated and # not infringe any Third Party’s intellectual property right. Each delivery of TLC Products shall be accompanied by a certificate of release, in a form mutually agreed by the Parties,