Acceptance of the Products by the Purchaser a) The Products will be considered accepted by Purchaser (hereinafter, “Acceptance”) and in compliance with all the technical requirement agreed upon in the Contract: (i) at the Delivery Date, in case Purchaser will not provide MEI with any Participation Notice or will elect not to attend the Final Test. In such case, Purchaser shall automatically waive any and all of its right to object and contest the results of the Final Test which shall have to be considered approved by Purchaser; or (ii) at the Delivery Date, in case Purchaser, within 5 (five) calendar days after the Final Test date, will not provide MEI with a reasoned and duly supported written notice rejecting the result of such Final Test (hereinafter, “Notice of Disapproval”). In case Purchaser will not provide MEI with a Notice of Disapproval within the abovementioned term, Purchaser will automatically waive any and all of its right to object and contest the results of such Final Test which shall have to be considered approved by Purchaser. b) Upon the receipt of a Notice of Disapproval, the Parties shall cooperate in good faith and use their best effort in order to try to find an amicable solution on the matter provided that, in case the Parties shall not be able to find an amicable solution within 30 (thirty) days after the receipt of the Notice of Disapproval, Article 19.2 of this Agreement shall apply. In any event, in no case whatsoever Purchaser shall be entitled to delay, set-off, postpone or withheld any payment due to MEI.
c) It is hereby understood that with the Acceptance, Purchaser waives any and all its rights to submit any claim related to manifest (obvious) non-conformity or defect of the Products.
Acceptance of the Products by Nortel under this Section 4 shall not relieve Seller from its obligations to manufacture, deliver, repair and support the Products in accordance with this Agreement.
Acceptance of the Products. Micrus shall inspect each shipment of Products and give Biotronik written notice of any obvious defect in or damage to any Product or obvious non-conformity with the Product Specifications or the Purchase Order within 20 (twenty) business days as of the day of receipt of the Products. The Parties understand and agree that Products shipped to Micrus with a use-before-period (shelf life period) of less than 18 months will not be accepted. Without in any way limiting Biotronik’s indemnification obligations under Section 13, any claims relating to defects or damages or non-confomity that are not submitted to Biotronik in writing within such period shall be deemed to be waived and released. If Biotronik disagrees with Micrus claim that the Product delivered to Micrus is nonconforming, the Parties shall first use good faith efforts to settle such dispute within 30 (thirty) days following Biotronik’s receipt of notice of non-conformity under this section 9.3. If they are unable to do so within such time period, the dispute will be resolved by a mutually acceptable independent third party laboratory, which will analyze the allegedly non-conforming Product and determine whether such Product conforms with the Product specifications and the Purchase Order. The Parties agree that such laboratory’s determination regarding conformance with the Product specification and the Purchase Order will be final and binding. The Party against whom the third party laboratory finds shall bear the costs of this analysis, in case of partial finding against and in favor of a party this party will bear the costs pro rata as determined by the third party laboratory. If the Parties cannot agree upon a third party laboratory within four weeks, such laboratory shall be determined by the President of the Chamber of Commerce of Zurich.
Acceptance of the Products by Buyer shall not constitute a waiver by Buyer of its rights under the Warranty provisions set forth in Exhibit D of this Agreement.
Acceptance of the Products. A. INALCO will supply a Certificate of Analysis with each delivery of the Products.
B. If CUMBERLAND does not notify INALCO in accordance with the following paragraph, then CUMBERLAND will, for the purposes of this Section 2.10 only, be deemed to have accepted the Products upon the expiration of the thirty (30) day period referred to in that paragraph.
C. If CUMBERLAND notifies INALCO within thirty (30) days of the receipt of any shipment of the Product that CUMBERLAND believes any of the Product does not conform to the warranty set out in Section 2.11 (“Defective Product”) the parties agree to consult with each other in order to resolve the issue (during which time INALCO may conduct its own retention sample testing). If such consultation does not resolve the discrepancy within a further thirty (30) days from receipt of the notice, the parties agree to nominate an Independent Analyst within the Territory, acceptable to both parties, that will carry out tests on representative samples taken from such shipment, and the results of such tests will be binding on the parties.
D. If the Independent Analyst determines that the Defective Product does not conform to the warranty set out in Section 2.11:
(i) INALCO will, at its expense, replace any such Defective Product and reimburse CUMBERLAND for the costs of the Independent Analyst; and
(ii) all quantities of Defective Product will, at INALCO’s election and expense be either:
a. returned to INALCO, and packed and shipped according to instructions provided by INALCO; or
b. destroyed by CUMBERLAND under INALCO’s direction.
E. If the Independent Analyst determines that the Defective Product does conform to the warranty set out in Section 2.11, CUMBERLAND will for the purposes of Section 2:10 only, be deemed to have accepted the Product and will reimburse INALCO for the costs of the Independent Analyst.
F. Replacement of Defective Product is in addition to any other obligations, indemnities or warranties given by INALCO under this Agreement.
Acceptance of the Products. Reseller shall use commercially reasonable efforts to inspect the Products within fifteen (15) days of receipt. If Reseller determines that the Products do not conform to the Purchase Order, this Agreement, or applicable specifications (“Non-Conforming Products”), Reseller may either: (i) reject and return the Non-Conforming Products for a refund plus any associated shipping costs, or (ii) require prompt correction or replacement of such Products on Reseller’s written instructions.
Acceptance of the Products. XXXXXXX shall inspect each shipment of Products and give BIOMATERIALI written notice of any defects in or non-conformity of any Products receipt at XXXXXXX’ warehouse within thirty (30) days from their delivery. All Products or parts thereof claimed to be non-conforming with the Product specifications, with the Purchase Order, damaged or in whatever manner defective, must be kept at XXXXXXX’ warehouse for inspection by BIOMATERIALI. XXXXXXX shall return any non-conforming or defective Products as directed by BIOMATERIALI and at BIOMATERIALI’s expense for credit or replacement at XXXXXXX’ discretion. In case of replacement, BIOMATERIALI will ship the replaced Product within a reasonable time, DDU at XXXXXXX’ warehouse in Nijmegen, The Netherlands, according to INCOTERMS 2000. The parties understand and agree that Products shipped to XXXXXXX with an use-before-period (shelf-life) of less than twenty (20) months will not be accepted.
Acceptance of the Products. 5.1 BUYER shall accept the Products with regard to quantity of the shippers from the representative of the carrier based on the documentation accompanying the Products.
5.2 All claims in respect of weight, quantity, external defects and non-compliance with the specification of the Products under this Contract shall (i) in the case of Product supplied by SELLER from Existing Inventory, be sent by BUYER in the written form to SELLER’s address within 30 calendar days after the date of receipt of the shipment by BUYER along with the report signed by individuals authorized by the management of the BUYER to accept the Products specifying the nature of the defect and the lot number for the affected Product (“Notice of Defective Product”), and (ii) in the case of Newly Manufactured Product, be reported in the manner and within the timelines set forth in Exhibit 1.
Acceptance of the Products by Nortel Networks under this Section 4 shall not relieve Avanex from its obligations to manufacture, deliver, repair and support the Products in accordance with this Agreement.
Acceptance of the Products. 8.1. Upon receipt of the products, it is up to the buyer (or its representative) to check the visible condition of the products before proceeding to unload.
8.2. Without prejudice to the measures to be taken with regard to the carrier, all the buyer's complaints to the vendor after observing the products' visible defect or non-conformity in relation to the order or to the dispatch note must be made in writing within three (3) days of the date of receipt of the products. Otherwise the delivery will be deemed accepted and the quantity and quality of the products delivered will be deemed as ordered.
8.3. It is up to the buyer to supply all proof relative to the description of the visible defects or problems observed. The buyer must make it easy for the vendor to proceed with the examination of these defects or non-conformities and to remedy them where appropriate. The buyer must not intervene or arrange any intervention to that end.
