Common use of Audit/Inspection Clause in Contracts

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breach, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by Xxxxxx’s refund or by a deduction from HSY’s subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-conforming Goods are not promptly corrected HSY may, at its option, elect to perform some or all of the following nonexclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 17; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming non-conforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breach, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by Xxxxxx’s refund or by a deduction from HSY’s subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-conforming Goods are not promptly corrected corrected, HSY may, at its option, elect to perform some or all of the following nonexclusive non-exclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 17; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming non-conforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breach, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by XxxxxxSeller’s refund or by a deduction from HSY’s subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-conforming Goods are not promptly corrected corrected, HSY may, at its option, elect to perform some or all of the following nonexclusive non-exclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 17; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breachprofits, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by Xxxxxx’s 's refund or by a deduction from HSY’s 's subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s 's expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-conforming Goods are not promptly corrected corrected. HSY may, at its option, elect to perform some or all of the following nonexclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 1715; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breach, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by XxxxxxSeller’s refund or by a deduction from HSY’s subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-conforming Goods are not promptly corrected HSY may, at its option, elect to perform some or all of the following nonexclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 17; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming Non- Conforming Goods. (c) Seller will promptly pay or pay, reimburse and indemnify HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breachprofits, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term terms and conditions herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are Non-Conforming Goods, defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by Xxxxxx’s refund or by a deduction from HSY’s subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if nonNon-conforming Conforming Goods are not promptly corrected corrected. HSY may, at its option, elect to perform some or all of the following nonexclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 1714; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.

Audit/Inspection. (a) The Goods and the place of manufacture of the Goods ordered hereunder are subject to audit, review, inspection and/or test by HSY or an agreed-upon third party, at the option of HSY (and without obligation to do so) at reasonable times and places either before or after acceptance. Acceptance will not be conclusive as to latent defects, fraud or any other similar issue not known by HSY. (b) HSY will not be under any obligation to inspect the Goods. Any inspection by HSY will not absolve Seller of any liability or constitute an acceptance of any nonconforming Goods. (c) Seller will promptly pay or reimburse HSY for all costs and damages incurred by HSY, including, without limitation, lost profits which are foreseeable or which arise directly from the breachprofits, costs for packaging, handling, transportation, recall, destruction, production, and other administrative costs including legal fees, which arise or result from the delivery of Goods by Seller that is not in accordance with the Warranties, Specifications or any other term herein. (d) Acknowledgment of receipt on packing slips, bills of lading or other documents will not constitute acceptance. HSY may inspect Goods that are delivered in quantity by sampling: however, such sampling will not constitute acceptance of all such Goods as a unit. (e) If any Goods are defective or otherwise not in conformity with the requirements of this Order, HSY may reject them or require correction(s) or replacement(s). There will be an adjustment of any payments made for rejected Goods, either by Xxxxxx’s 's refund or by a deduction from HSY’s 's subsequent remittances. Rejected Goods will be removed and the Goods will be corrected or replaced promptly at Seller’s 's expense and, if returned, will be identified by Seller. If rejected Goods are not promptly replaced or if non-non conforming Goods are not promptly corrected corrected. HSY may, at its option, elect to perform some or all of the following nonexclusive actions: (i) obtain such Goods or similar Goods elsewhere and charge Seller with any cost increase caused thereby; (ii) terminate this Order for default under paragraph 1715; (iii) accept the Goods at a reduced price; and/or (iv) seek other remedies and damages.