Common use of Buyer’s Rights Clause in Contracts

Buyer’s Rights. Without limiting other rights and remedies available to it, Buyer may, at its option, (1) return nonconforming goods to Seller, at Seller's risk and expense, and require Seller either to give Buyer full credit against the price or promptly to repair or replace the goods at Seller's risk and expense, (2) retain nonconforming goods and set off losses against any amount that Buyer owes to Seller or (3) repair or replace nonconforming goods and charge Seller with the expense. If at any time (a) Seller defaults in the performance of any of Seller's obligations to Buyer under the Contract or under any other agreement between Seller and Buyer, (b) Seller repudiates the Contract or (c) any warranty or representation that Seller made to Buyer in or in connection with the Contract is false or misleading, then Buyer may terminate the Contract, in whole or part, without liability to Seller, and Seller shall promptly pay to Buyer all damages that Buyer incurred as a result of the termination and as a result of the event or circumstance on the basis of which Buyer terminated. If Buyer does terminate the Contract, then Seller, if and to the extent that Xxxxx demands, shall immediately deliver to Buyer all finished and unfinished goods and all work-in-process and raw materials that Seller acquired for use in the manufacture or processing of the goods and any software that Buyer is purchasing from Seller under the Contract, including all work-in-process, all source, object and pseudo codes, all preexisting programs that are intended to be incorporated in the software and all intellectual property rights in the foregoing. Buyer’s payment of part or the entire purchase price shall not be a precondition to Seller's obligation to make the delivery. After Seller has made the delivery and Buyer has determined its damages (including, without limitation, any cost of "cover" or of completing the manufacture or processing of the goods), then Buyer will pay to Seller any excess of (1) any unpaid part of the purchase price that is properly allocable to any such goods, work-in-process and raw materials that Seller delivered to Buyer over (2) Buyer's damages. Buyer’s termination under this paragraph shall terminate only Seller’s obligation and right to deliver goods or provide services other than as this paragraph requires and shall not terminate or impair Seller’s other obligations, or any of Buyer’s rights, under the Contract. In addition to Xxxxx's rights that are described in these Terms of Purchase, Xxxxx has all of the other rights and remedies that the law gives to buyers, including the right to recover incidental, consequential, indirect and special damages that result from Seller’s breach. Buyer shall not lose any right just because it does not exercise it. Buyer shall have the full statutory period of limitations to bring any action that arises out of Buyer's agreement with Seller. A reasonable time for Buyer to notify Seller of any breach is not less than two years from when Xxxxx discovers the breach.

Buyer’s Rights. Without limiting other rights and remedies available to it, Buyer may, at its option, (1) return nonconforming goods to Seller, at Seller's risk and expense, and require Seller either to give Buyer full credit against the price or promptly to repair or replace the goods at Seller's risk and expense, (2) retain nonconforming goods and set off losses against any amount that Buyer owes to Seller or (3) repair or replace nonconforming goods and charge Seller with the expense. If at any time (a) Seller defaults in the performance of any of Seller's obligations to Buyer under the Contract or under any other agreement between Seller and Buyer, (b) Seller repudiates the Contract or (c) any warranty or representation that Seller made to Buyer in or in connection with the Contract is false or misleading, then Buyer may terminate the Contract, in whole or part, without liability to Seller, and Seller shall promptly pay to Buyer all damages that Buyer incurred as a result of the termination and as a result of the event or circumstance on the basis of which Buyer terminated. If Buyer does terminate the Contract, then Seller, if and to the extent that Xxxxx Buyer demands, shall immediately deliver to Buyer all finished and unfinished goods and all work-in-process and raw materials that Seller acquired for use in the manufacture or processing of the goods and any software that Buyer is purchasing from Seller under the Contract, including all work-in-process, all source, object and pseudo codes, all preexisting programs that are intended to be incorporated in the software and all intellectual property rights in the foregoing. Buyer’s payment of part or the entire purchase price shall not be a precondition to Seller's obligation to make the delivery. After Seller has made the delivery and Buyer has determined its damages (including, without limitation, any cost of "cover" or of completing the manufacture or processing of the goods), then Buyer will pay to Seller any excess of (1) any unpaid part of the purchase price that is properly allocable to any such goods, work-in-process and raw materials that Seller delivered to Buyer over (2) Buyer's damages. Buyer’s termination under this paragraph shall terminate only Seller’s obligation and right to deliver goods or provide services other than as this paragraph requires and shall not terminate or impair Seller’s other obligations, or any of Buyer’s rights, under the Contract. In addition to XxxxxBuyer's rights that are described in these Terms of Purchase, Xxxxx Buyer has all of the other rights and remedies that the law gives to buyers, including the right to recover incidental, consequential, indirect and special damages that result from Seller’s breach. Buyer shall not lose any right just because it does not exercise it. Buyer shall have the full statutory period of limitations to bring any action that arises out of Buyer's agreement with Seller. A reasonable time for Buyer to notify Seller of any breach is not less than two years from when Xxxxx Buyer discovers the breach.

Buyer’s Rights. Without limiting BUYER’s inspection, testing, payment or use of the PRODUCTS shall not constitute acceptance thereof and shall not affect SELLER’s obligations and warranties set forth herein, which shall survive BUYER’s inspection, testing, acceptance and/or use. Payment for PRODUCTS prior to inspection shall not constitute acceptance and is without prejudice to any claims. BUYER may reject or revoke acceptance of any PRODUCTS that are, in BUYER’s judgment, defective and/or do not conform to the terms of the Purchase Order (“non-conforming PRODUCTS”) at any time. In addition to any other rights and remedies available to itBUYER, Buyer mayupon BUYER’s rejection or revocation of acceptance of PRODUCTS or SELLER’s failure to meet the terms of the Purchase Order in whole or in part, BUYER shall, in its sole discretion, direct SELLER to, at its option, (1) return nonconforming goods to Seller, at Seller's risk SELLER’s sole cost and expense, and require Seller either to give Buyer full credit against the price or promptly to repair or replace the goods at Seller's risk and expense, (2) retain nonconforming goods and set off losses against any amount that Buyer owes to Seller or (3) repair or replace nonconforming goods and charge Seller with the expense. If at any time : (a) Seller defaults refund to BUYER the price of such PRODUCTS as well as any costs incurred by BUYER in the performance of any of Seller's obligations to Buyer under the Contract relation thereto; or under any other agreement between Seller and Buyer, (b) Seller repudiates the Contract upon a written replacement order from BUYER, replace or correct any such PRODUCTS at no additional cost to BUYER within seven (7) days of BUYER’s demand; or (c) credit BUYER’s account with an amount equal to the amount paid for such PRODUCTS, as well as any warranty or representation that Seller made costs incurred by BUYER in relation thereto. BUYER may also choose to Buyer in or replace any non-conforming PRODUCTS from any other source, and SELLER will reimburse BUYER for any incremental costs incurred by BUYER in connection with the Contract is false therewith. In addition, BUYER may, at SELLER’s risk, reject or misleading, then Buyer may terminate the Contract, return to SELLER non-conforming goods and/or good supplied in whole or part, without liability to Seller, and Seller shall promptly pay to Buyer all damages that Buyer incurred as a result excess of the termination quantities ordered and as a result may charge SELLER for all expenses related thereto. If SELLER fails to take any of the event or circumstance corrective action described herein, BUYER, upon notice to SELLER, may take such action and charge SELLER for all costs incurred by BUYER in relation thereto. BUYER’s count as to the quantity of goods delivered shall be accepted as final and conclusive on all shipments that are not accompanied by a packing slip indicating the basis of which Buyer terminatedquantity delivered. If Buyer does terminate any Product or any components, parts or materials used in the Contractproduction of any Product are obtained from sources outside the United States, then SellerSELLER shall comply with all laws, if regulations and codes and shall bear all costs, taxes, duties, risk and liability with respect to the extent that Xxxxx demands, shall immediately deliver to Buyer all finished and unfinished goods and all work-in-process and raw materials that Seller acquired for use in the manufacture or processing importation of the goods and any software that Buyer is purchasing from Seller under the Contract, including all work-in-process, all source, object and pseudo codes, all preexisting programs that are intended to be incorporated in the software and all intellectual property rights in the foregoing. Buyer’s payment of part or the entire purchase price shall not be a precondition to Seller's obligation to make the delivery. After Seller has made the delivery and Buyer has determined its damages (including, without limitation, any cost of "cover" or of completing the manufacture or processing of the goods), then Buyer will pay to Seller any excess of (1) any unpaid part of the purchase price that is properly allocable to any such goods, work-in-process and raw materials that Seller delivered to Buyer over (2) Buyer's damages. Buyer’s termination under this paragraph shall terminate only Seller’s obligation and right to deliver goods or provide services other than as this paragraph requires and shall not terminate or impair Seller’s other obligations, or any of Buyer’s rights, under the Contract. In addition to Xxxxx's rights that are described in these Terms of Purchase, Xxxxx has all of the other rights and remedies that the law gives to buyers, including the right to recover incidental, consequential, indirect and special damages that result from Seller’s breach. Buyer shall not lose any right just because it does not exercise it. Buyer shall have the full statutory period of limitations to bring any action that arises out of Buyer's agreement with Seller. A reasonable time for Buyer to notify Seller of any breach is not less than two years from when Xxxxx discovers the breachitems.

Buyer’s Rights. Without limiting other rights and remedies available to it, Buyer may, at its option, (1a) return nonconforming goods to Seller, at Seller's ’s risk and expense, and require Seller either to give Buyer full credit against the price price, or promptly to repair or replace the goods at Seller's ’s risk and expense, ; (2b) retain nonconforming the goods and set set-off losses against any amount that Buyer owes to Seller due Seller; or (3c) repair or replace nonconforming the goods and charge Seller with the expense. If at any time (a) Seller xxxx Xxxxxx defaults in the performance of any of Seller's ’s obligations to Buyer under the Contract or under any other agreement between Seller and Buyer, (b) Seller repudiates any contract formed pursuant to the Contract order, or (c) any warranty or representation that Seller made to Buyer in or in connection with the Contract contract is false or misleading, then Buyer may terminate any contract formed pursuant to the Contractorder, in whole or in part, without liability to and Seller, and Seller shall promptly pay to Buyer all damages that Buyer incurred as a result of the termination and as a result of the event or circumstance on the basis of which Buyer terminated. If Buyer does terminate the Contract, then Seller, if and to the extent that Xxxxx demandsdemanded by Buyer, shall immediately deliver to Buyer all finished and unfinished goods and all goods, work-in-process process, and raw materials that Seller acquired for use in the manufacture or processing of the goods and any designs, specifications or software that Buyer is purchasing from Seller under the Contract, including all work-in-process, all source, object and pseudo codes, all preexisting programs that are intended to be incorporated in the software and all intellectual property rights in the foregoingSeller. Buyer’s payment Payment of part or all of the entire purchase price by Buyer shall not be a precondition to Seller's ’s obligation to make the delivery. After Seller has made the delivery and Buyer has determined its Buyer’s damages for Seller’s breach or repudiation (including, without limitation, any cost of "“cover" ” or of completing the manufacture or processing of the goods)) are determined, then Buyer will shall pay to Seller any excess of (1) any unpaid part of the purchase price that is properly allocable to any such goods, work-in-process and raw materials that Seller delivered to Buyer over (2) Buyer's ’s damages. Buyer’s termination Termination by Buyer under this paragraph shall terminate only Seller’s obligation and right to deliver goods or provide services other than as this paragraph requires and shall will not terminate or impair Seller’s other obligationsobligations under Paragraphs 5, or any 7, 13, 15, 16, 19, 20, 21 and 22 of Buyer’s rights, under the Contractthese Terms of Purchase. In addition to Xxxxx's Buyer’s rights that are described set out in these Terms of Purchase, Xxxxx Buyer has all of the other rights and remedies that the law gives to buyers, including the right to recover incidental, consequential, indirect incidental and special consequential damages that result resulting from any breach by Seller’s breach. Buyer shall will not lose any right just because it does did not exercise it. A reasonable time for Buyer shall to reject or revoke acceptance of the goods is not less than one year from the date of delivery. Buyer will have the full statutory period of limitations to bring any action that arises arising out of Buyer's ’s agreement with Seller. A Seller agrees that a reasonable time for Buyer to notify Seller of any breach is not less than two years from when Xxxxx Buyer discovers the breach.