Acceptance and Delivery. 1.1 Lessee has selected (a) Equipment it desires to lease from Lessor and (b) the vendor of such Equipment, and Lessor has approved the purchase orders (copies of such purchase orders are attached hereto as Exhibit B). Lessor shall place such purchase orders with the vendors in order to lease said Equipment to Lessee. The “Delivery Date” of the Equipment shall be the date on which such Equipment is received by Lessee at Lessee’s Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.). Delivery terms of the Equipment shall be FCA defined in Incoterms 2010 (as amended). Lessor is not responsible and shall not be held liable for the non-delivery, incomplete or delayed delivery, failure upon delivery, return for replacement, inland transportation, Customs clearance, erection, installation, assembly, commissioning, acceptance test, operation or maintenance of any Equipment, all of which shall be at the cost and risk of Lessee. For the avoidance of doubt, Lessor’s only obligation is to make payments of the purchase price/cost of Equipment pursuant to the relevant purchase order(s) with the total amount not to exceed One Billion and Three Hundred Fifty Million New Taiwan Dollars (NT$1,350,000,000) placed by Lessor, but will not otherwise assume any duty, obligation or liability whatsoever even if all Equipment cannot function as may be reasonably anticipated by Lessee.
1.2 Notwithstanding anything else contrary herein and except for the occurrence of a force majeure event (in which case, to extend the Acceptance Date for the period of such event), the “Acceptance Date” shall be September 30, 2015 or the date on which Lessee executes and delivers to Lessor the Acceptance Certificate for all the Equipment in the form attached hereto as Exhibit D ("Acceptance Certificate") on the date when installation of such Equipment at Lessee’s Hsinchu Plant (No. 12, Li-Hsin 1st Rd. Hsinchu Science Park, Hsinchu. Taiwan, R.O.C.) has been completed, whichever comes earlier.
1.3 Unless Lessee owns the Equipment pursuant to Article 16 hereof, title to the Equipment shall not pass to Lessee by or upon acceptance of the Equipment by Lessee, but shall at all times remain vested in Lessor until Lessee pays up all the Quarterly Installments (as defined below).
Acceptance and Delivery. Software will be provided by electronic means. Acceptance of Software (“Acceptance”) shall be automatic upon the successful completion of Grayshift’s standard installation procedures on the Product.
Acceptance and Delivery. This Subscription will be deemed to have been accepted and completed upon the acceptance of this Subscription by the Company.
Acceptance and Delivery. 3.1 Unless specified otherwise in the Order Form, any dates quoted for delivery of the Services are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Services that is c aused by an event, circumstance or cause within the scope of clause 24 (Force majeure), or the Customer's delays or failure to comply with its obligations under this MSA or Order Form.
3.2 The Supplier undertakes that the Services will be performed substantially in accordance with the Order Form and with reasonable skill and care in accordance with Good Industry Practice.
3.3 The undertaking at clause 3.2 shall not apply to the extent of any non-conformance which is caused by Customer's use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
3.4 Notwithstanding the foregoing, and except where stated otherwise in this MSA or Order Form, the Supplier:
3.4.1 does not warrant that the Customer's use of the Services will be uninterrupted or error -free; or that the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements. The Customer acknowledges and agrees the Services are supplied on an “as is” and “as available” basis, unless otherwise expressly specified in this MSA or an Order Form;
3.4.2 excludes any other warranty, representation, express or implied term and/or condition of any kind, including without limitation, those of satisfactory quality, non-infringement or fitness for a particular purpose; and
3.4.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.5 This MSA shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or ser...
Acceptance and Delivery. 6.1 After approval, the delivery is regarded as being accepted. If no advertisement has reached the salesperson within two months after delivery, the delivery is regarded as being accepted. Advertisements are supposed to be established by the purchaser, his principal or some other appointed third party.
6.2 In case of rejection, the salesperson is notified immediately. If requested, the rejected item(s) are at once removed by the salesperson. If said request is not honoured, the purchaser is authorized to remove the rejected goods on account of the salesperson or to have them removed.
6.3 Apart from having the right to annul an agreement and the right to a reimbursement, the purchaser has the right to demand delivery of new replacement goods that correspond with the demands within the original agreement, without being obliged to make any further payments.
Acceptance and Delivery. Federal's Acceptance of Services shall not affect Federal's right to reject such Services during the warranty period described in Section 10.01 in the event it discovers defects not discoverable by the Inspections and Tests performed by Hawker. Federal shall be afforded such additional time as is necessary to confirm that all defects have been eliminated and that the Services are acceptable to Federal and conform to the Agreement and the Specifications. Federal shall promptly notify Hawker in writing when it becomes aware of a defect in any of the Services. Hawker shall promptly correct all such defects.
Acceptance and Delivery. Licensor shall, within [***] of receipt of a purchase order, confirm in writing that a purchase order has been accepted. Subject to the Company’s compliance with the Order Size Requirement, Licensor shall be required to accept and fulfill the purchase orders (or portions thereof, as applicable) which are provided to Licensor in accordance with the terms and conditions of the Supply Agreement; provided, however, that the quantity of Filled Ampules in a given purchase order is no more than [***] or less than [***] of the quantity forecasted for such quarter when such quarter was in the binding portion of the Forecast. Should Company request Filled Ampules in excess of [***] of the quantity forecasted for such quarter when such quarter was in the binding portion of the latest Forecast, then Licensor shall use commercially reasonable efforts to meet such request. Licensor shall deliver Filled Ampules to satisfy each purchase order (including with respect to the delivery dates, delivery locations, quantities and other terms set forth therein).In the event that Company orders less than [***] of Filled Ampules in the aggregate in any [***], Licensor shall not be liable for failure to deliver the Filled Ampules in quantities up to [***] quantity due to batch failure either in the event of shortage in quantity or total batch failure. For the avoidance of doubt, in the case of shortage in quantity in a particular batch instead of a total batch failure, Company will still pay for the remaining Filled Ampules in that batch duly delivered in accordance with the terms of the Supply Agreement. Commercial Supply Price [***] of the Manufacturing Cost. Licensor will invoice Company for (i) [***] of the estimated price at the time of Licensor’s acceptance or deemed acceptance of the purchase order, and (ii) the balance upon delivery of the Filled Ampules. Company will pay within thirty (30) days upon receipt of each invoice.
Acceptance and Delivery. 2.1 Delivery deadlines and other terms commence on the date of confirmation of the order by the SELLER. Notwithstanding the foregoing, in the particular case of Pre-Production Meeting (PPM), it will take place during the following calendar week subsequent to the order´s confirmation. Failing this, the SELLER shall not be liable for any subsequent delay of the delivery.
2.2 Partial deliveries are admissible.
2.3 The SELLER’s delivery obligation will also be deemed fulfilled when the PURCHASER is notified that the shipment is being prepared or that it has been accepted, even if for reasons that are of no fault of the SELLER, the goods are not accepted, collected or shipped on time.
2.4 In the event of a default of acceptance, the SELLER reserves the right to withdraw from the contract. Insofar as this default is caused by the PURCHASER -or the persons employed by him/her to fulfill the obligations- due to gross negligence or willful misconduct, the PURCHASER shall indemnify the SELLER for all damages and loss (including consequential damages and loss of profits).
2.5 If the PURCHASER gets into default of acceptance or if, in the case of blanket orders, the relevant order is not affected within FOURTEEN (14) calendar days following the agreed order date, the SELLER is entitled to ship the goods at the risk and expense of the PURCHASER at the SELLER´s discretion, or optionally to store them (all storage and financial costs are to be assumed by the PURCHASER).
2.6 At this point in time, the goods are considered to be delivered as per the agreement in every respect and the risk is transferred to the PURCHASER, if it has not already been transferred. The PURCHASER must immediately proceed with the corresponding payments, which are due for the case of delivery, or which are caused by the delivery itself.
Acceptance and Delivery. 4.1 As between Lessor and Lessee, Lessee acknowledges that in accepting the Aircraft, Lessee is relying on its own inspection and knowledge of the Aircraft in determining whether it meets the requirements of this Agreement.
4.2 The on-board fuel provided to the Lessee at delivery will be that amount as provided by the Manufacturer in accordance with the Manufacturer's standard allowance at delivery.
4.3 Lessee will at its expense obtain all licenses, permits, and approvals which may be necessary to export and/or ferry the Aircraft from the Delivery Location. Lessor will furnish to Lessee any data and information available to Lessor and provide assistance to Lessee as may be reasonably required by Lessee to obtain such licenses, permits or approvals. LESSEE'S COVENANTS
PART 1 INFORMATION
1. General Information 2. Technical Information 3. Financial Information
PART 2 LESSEE GENERAL COVENANTS
Acceptance and Delivery. (a) As of February 1, 1997, the Aircraft will be deemed to be constructively delivered to Lessee at AAR Oklahoma's facility at the Acceptance Location. Lessee will effect acceptance of the Aircraft by execution and delivery of a Lease Supplement in the form, of Part 1 of Schedule 1. Notwithstanding the foregoing to the contrary, the parties acknowledge that the Aircraft was delivered to AAR Oklahoma for accomplishment of the work. In the event that the work is not complete at the time of execution of this Agreement, Lessor shall, at its cost and expense, use its reasonable efforts to cause AAR Oklahoma to promptly complete the Work; provided that Lessee shall have delivered to AAR Oklahoma for temporary installation on the Aircraft a serviceable Pratx & Xhitxxx XX0D-9A engine with QEC (Quick Engine Change) components.
(b) After delivery, the Aircraft and every Part will be in every respect at the sole risk of Lessee, who will hear all risk f loss, theft, damage or destruction to the Aircraft from any cause whatsoever.
