Common use of Acceptance of the Products Clause in Contracts

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. 9.3 Installation a) The installation of the Products will be performed by MEI at Purchaser’s premises at a date to be agreed upon by the Parties in writing after the Delivery Date (hereinafter, “Installation Date”). b) In order to properly perform the installation, Purchaser shall be required to ensure that, at the Installation Date, the premises and related services (electricity, compressed air, etc.) where the Products will be installed are suitable and fully functional in order to proceed with the installation. c) In any case, MEI shall not be responsible for: (i) any delays (including installation delays) or damages eventually caused to the Products due to the impossibility of carrying out the installation for causes attributable (in full or in part) to Purchaser; and (ii) any damage to the Products occurred during the period from the Delivery Date to the Installation Date. d) The Parties hereby further agree that in case, at the Installation Date, a Product cannot be successfully installed for reasons entirely and exclusively attributable to MEI, MEI shall be required to repeat the installation procedure until a positive outcome is reached. In any event, in no case whatsoever Purchaser shall be entitled to delay, set-off, postpone or withheld any payment due to MEI and, therefore, even in case the installation of a Product is not successfully completed for reasons attributable to MEI, any portion of the Purchase Price still due shall have to be paid to MEI at the Installation Date (even if the Products are not successfully installed on such date).