Conformity and acceptance Sample Clauses

Conformity and acceptance. Solicitations and con- tracts requiring the delivery of com- puter software shall specify the re- quirements the software must satisfy to be acceptable. Contracting officers, or their authorized representatives, are responsible for determining whether computer software tendered for accept- ance conforms to the contractual re- quirements. Except for nonconforming
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Conformity and acceptance. (1) So- licitations and contracts requiring the delivery of technical data shall specify the requirements the data must satisfy to be acceptable. Contracting officers, or their authorized representatives, are responsible for determining whether technical data tendered for acceptance conform to the contractual require- ments. (2) The clause at 252.227–7030, Tech- nical Data—Withholding of Payment, provides for withholding up to 10 per- cent of the contract price pending cor- rection or replacement of the noncon- forming technical data or negotiation of an equitable reduction in contract price. The amount subject to with- holding may be expressed as a fixed dollar amount or as a percentage of the contract price. In either case, the amount shall be determined giving consideration to the relative value and importance of the data. For example— (i) When the sole purpose of a con- tract is to produce the data, the rel- ative value of that data may be consid- erably higher than the value of data produced under a contract where the production of the data is a secondary objective; or (ii) When the Government will main- tain or repair items, repair and mainte- xxxxx data may have a considerably higher relative value than data that merely describe the item or provide performance characteristics. (3) Do not accept technical data that do not conform to the contractual re- quirements in all respects. Except for nonconforming restrictive markings (see paragraph (b)(4) of this sub- section), correction or replacement of nonconforming data or an equitable re- duction in contract price when correc- tion or replacement of the noncon- forming data is not practicable or is not in the Government’s interests, shall be accomplished in accordance with— (i) The provisions of a contract clause providing for inspection and ac- ceptance of deliverables and remedies for nonconforming deliverables; or (ii) The procedures at FAR 46.407(c) through (g), if the contract does not contain an inspection clause providing remedies for nonconforming deliverables. (4) Follow the procedures at 227.7103– 12 (a) (2) if nonconforming markings are the sole reason technical data fail to conform to contractual requirements. The clause at 252.227–7030 may be used to withhold an amount for payment, consistent with the terms of the clause, pending correction of the non- conforming markings.
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Conformity and acceptance. (1) Solicitations and contracts requiring the delivery of technical data shall specify the requirements the data must satisfy to be acceptable. Contracting officers, or their authorized representatives, are responsible for determining whether technical data tendered for acceptance conform to the contractual requirements. (2) The clause at 252.227-7030, Technical Data - Withholding of Payment, provides for withholding up to 10 percent of the contract price pending correction or replacement of the nonconforming technical data or negotiation of an equitable reduction in contract price. The amount subject to withholding may be expressed as a fixed dollar amount or as a percentage of the contract price. In either case, the amount shall be determined giving consideration to the relative value and importance of the data. For example - (i) When the sole purpose of a contract is to produce the data, the relative value of that data may be considerably higher than the value of data produced under a contract where the production of the data is a secondary objective; or (ii) When the Government will maintain or repair items, repair and maintenance data may have a considerably higher relative value than data that merely describe the item or provide performance characteristics. (3) Do not accept technical data that do not conform to the contractual requirements in all respects. Except for nonconforming restrictive markings (see paragraph (b)(4) of this subsection), correction or replacement of nonconforming data or an equitable reduction in contract price when correction or replacement of the nonconforming data is not practicable or is not in the Government's interests, shall be accomplished in accordance with - (i) The provisions of a contract clause providing for inspection and acceptance of deliverables and remedies for nonconforming deliverables; or (ii) The procedures at FAR 46.407(c) through (g), if the contract does not contain an inspection clause providing remedies for nonconforming deliverables. (4) Follow the procedures at 227.7103-12(a)(2) if nonconforming markings are the sole reason technical data fail to conform to contractual requirements. The clause at 252.227-7030 may be used to withhold an amount for payment, consistent with the terms of the clause, pending correction of the nonconforming markings.
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Conformity and acceptance. 6.1 In the purchase agreement, insofar as is necessary, Metallo shall expressly state the specifications to which the goods must conform. 6.2 Prior to the goods being unloaded at Metallo, Metallo has the right, but not the obligation, to perform checks (which may include laboratory tests) in order to ascertain that the goods conform to the specifications established in the contract. The non-performance of such checks at the time of delivery or the unloading of the good shall not affect the right of Metallo to compensation of damages due to non-conformant delivery, if this non-conformity is established at a later time. With regard to visible non-conformity, Metallo shall inform the seller of this within five work days of delivery. If this notification takes place within the stated period of five work days, the seller may not dismiss the claims of Metallo due to tardiness and/or the acceptance of this visible non-conformity. 6.3 If Metallo performs checks or has checks performed (whether or not via laboratory tests), these checks shall be done according to the standard procedures. 6.4 If the seller demands a check of the goods at the moment of delivery, this check shall be done at the expense of the seller. The seller shall also be invited to have a representative present at this check. 6.5 If the goods are non-conformant, Metallo shall store the good on its grounds, unless Metallo is legally required to destroy, remove or otherwise process the goods. In this period, the risks of loss and/or damage shall be borne exclusively by the seller. After notification of non- conformance, the seller has a period of ten workdays to retrieve the non-conformant goods. After this period has elapsed, Metallo shall either continue to store the goods at a rate of 30.00 Euros per ton per week or destroy, remove or otherwise process these goods at the expense of the seller, as decided by Xxxxxxx. 6.6 If the finalized lot weight is less than 5000 kg, a fixed fee of 250€/lot, for sampling and assaying costs, will be charged.
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Conformity and acceptance. (1) So- licitations and contracts requiring the delivery of technical data shall specify the requirements the data must satisfy to be acceptable. Contracting officers, or their authorized representatives, are responsible for determining whether technical data tendered for acceptance conform to the contractual require- ments. (2) The clause at 252.227–7030, Tech- nical Data—Withholding of Payment, provides for withholding up to 10 per- cent of the contract price pending cor- rection or replacement of the noncon- forming technical data or negotiation of an equitable reduction in contract price. The amount subject to with- holding may be expressed as a fixed dollar amount or as a percentage of the contract price. In either case, the amount shall be determined giving consideration to the relative value and importance of the data. For example— (i) When the sole purpose of a con- tract is to produce the data, the rel- ative value of that data may be consid- erably higher than the value of data produced under a contract where the production of the data is a secondary objective; or (ii) When the Government will main- tain or repair items, repair and mainte- xxxxx data may have a considerably higher relative value than data that merely describe the item or provide performance characteristics.
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Conformity and acceptance a) The buyer and Metallo shall finally agree in the purchase agreement to the specifications that the goods must meet. Any ambiguity with regard to the specifications provided by the buyer, insofar as they are confirmed by Xxxxxxx, shall - in contradiction to article 1603, paragraph 2 of the Belgian Civil Code or any other applicable legal stipulation with the same bearing - be construed against the buyer. b) Metallo shall not make any other guarantee than that at the moment of delivery the goods shall meet the contractually determined specifications and conform to the statement on the packaging or the label and in the accompanying freight documents. Metallo confers no explicit or implicit guarantee with regard to suitability for a particular use, saleability or otherwise. c) Prior to the goods being unloaded at the buyer’s location, the buyer shall perform all necessary checks to ensure that the goods conform to the contractually determined specifications. The buyer shall also take at least three samples of the goods that are to be retained. Both the check and the sampling shall be done in a way that is usual for these goods, and such that the “usual character” is evaluated on the basis of all relevant circumstances. The costs of this shall be borne by the buyer. Metallo also has the right to be present, at its expense, at the checks and sampling - whether or not via a representative. If the buyer unloads the goods without prior checks and sampling, he shall incontestably be considered to have accepted the goods and irrevocably renounces his rights - of whatever nature - toward Metallo regarding non-conformity that could be immediately established with a check and/or sampling. d) In case of non-acceptance, the buyer is obliged to inform Xxxxxxx of the non-conformity, of which a detailed description shall be given, by registered letter - of which a copy is sent by email or fax at the same time - within a period of 24 hours after the delivery. Except in case of force majeure, the buyer irrevocably loses his rights - of whatever nature - toward Metallo due to non-conformity if both the email or fax and the registered letter are not sent to Metallo within this period of 24 hours. e) Metallo is only liable for one week after delivery for non-conformity that could not be established by the checks and/or sampling stated in sub b of article 6, on the condition that the buyer informs Metallo of this by registered letter - of which a copy is sent by email or fax at...
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Related to Conformity and acceptance

  • INSPECTION AND ACCEPTANCE Cisco may reject any or all of the Work which does not conform to the applicable requirements within 10 business days of Supplier’s delivery of the Work. At Cisco’s option, Cisco may (i) return the non- conforming Work to Supplier for a refund or credit; (ii) requires Supplier to replace the non-conforming Work; or (iii) repair the non-conforming Work so that it meets the requirements. As an alternative to (i) through (iii), Cisco may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount Cisco reasonably determines to represent the diminished value of the non-conforming Work. Cisco’s payment to Supplier for Work prior to Xxxxx’s timely rejection of such Work as non- conforming will not be deemed as acceptance by Xxxxx.

  • Delivery and Acceptance All Software provided hereunder will be delivered electronically. We provide trial licenses of the Software for testing and pre-acceptance before purchase and therefore, delivery is deemed complete and accepted when such Software is made available to you. You are responsible for downloading, installing, registering, or otherwise using the Software.

  • ACKNOWLEDGEMENT AND ACCEPTANCE (a) In accepting the RSUs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the RSUs does not create any contractual or other right to receive future grants of RSUs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the RSUs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits. (b) If the Participant does not want to accept the RSUs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The RSUs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the RSUs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the RSUs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents. (c) The grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares as a result of settlement of the RSUs under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares as a result of settlement of the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice. (d) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English. If the Participant has received this Agreement, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control. (e) As a condition to the grant of the RSUs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

  • Delivery and Acceptance of the Manuscript The Author shall deliver the Contribution to the Editor (or, if requested by the Publisher, to the Publisher) on or before Delivery Date (the “Delivery Date”) electronically in the Publisher's standard requested format or in such other form as may be agreed in writing with the Publisher. The Author shall retain a duplicate copy of the Contribution. The Contribution shall be in a form acceptable to the Publisher (acting reasonably) and in line with the instructions contained in the Publisher’s guidelines as provided to the Author by the Publisher. The Author shall provide at the same time, or earlier if the Publisher reasonably requests, any editorial, publicity or other information (and in such form or format) reasonably required by the Publisher. The Publisher may exercise such additional quality control of the manuscript as it may decide at its sole discretion including through the use of plagiarism checking systems and/or peer review by internal or external reviewers of its choice. If the Publisher decides at its sole discretion that the final manuscript does not conform in quality, content, structure, level or form to the stated requirements of the Publisher, the Publisher shall be entitled to terminate this Agreement in accordance with the provisions of this Clause. The Author must inform the Publisher at the latest on the Delivery Date if the sequence of the naming of any co-authors entering into this Agreement shall be changed. If there are any changes in the authorship (e.g. a co-author joining or leaving), then the Publisher must be notified by the Author in writing immediately and the Parties will amend this Agreement accordingly. The Publisher shall have no obligation to consider publication under this Agreement in the absence of such agreed amendment. If the Author fails to deliver the Contribution in accordance with the provisions of this Clause above by the Delivery Date (or within any extension period given by the Publisher at its sole discretion) or if the Author (or any co-author) dies or becomes incapacitated or otherwise incapable of performing the Author’s obligations under this Agreement, the Publisher shall be entitled to either: (a) elect to continue to perform this Agreement in accordance with its terms and the Publisher may commission an appropriate and competent person (who, in the case of co-authors having entered into this Agreement, may be a co-author) to complete the Contribution; or (b) terminate this Agreement with immediate effect by written notice to the Author or the Author's successors, in which case all rights granted by the Author to the Publisher under this Agreement shall revert to the Author/Author's successors (subject to the provisions of the Clause "Termination"). The Author agrees, at the request of the Publisher, to execute all documents and do all things reasonably required by the Publisher in order to confer to the Publisher all rights intended to be granted under this Agreement. The Author warrants that the Contribution is original except for any excerpts from other works including pre-published illustrations, tables, animations, text quotations, photographs, diagrams, graphs or maps, and whether reproduced from print or electronic or other sources ("Third Party Material") and that any such Third Party Material is in the public domain (or otherwise unprotected by copyright/other rights) or has been included with written permission from or on behalf of the rights holder (and if requested in a form prescribed or approved by the Publisher) at the Author's expense unless otherwise agreed in writing, or is otherwise used in accordance with applicable law. On request from the Publisher, the Author shall in writing indicate the precise sources of these excerpts and their location in the manuscript. The Author shall also retain the written permissions and make them available to the Publisher on request.

  • Testing and Acceptance Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Appointment and Acceptance The Trust hereby appoints JNLD as distributor of the Shares of the Funds set forth on Schedule A on the terms and for the period set forth in this Agreement, and JNLD hereby accepts such appointment and agrees to render the services and undertake the duties set forth herein.

  • Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

  • AGREED AND ACCEPTED The Company has advised the Executive of the Executive’s right to review this Release with the Executive’s own attorney. The Executive has had the opportunity to carefully read this Release and understands all its terms. In agreeing to sign this Release, the Executive has not relied on any oral statements or explanations made by the Company or any other Released Party, including their employees or attorneys. The Executive understands and agrees to be bound by this Release. This Release shall be effective as of the date signed by the Executive (“Effective Date”). Dated: , 20 (Effective Date) Signature Name: In further consideration for the payment of severance payments and benefits provided under the Separation Pay Agreement between (i) Xxxxx X. Xxxxx (the “Executive”) and (ii) Xxxxxx Medical Group, Inc. (the “Company”), the Executive, for himself or herself and the Executive’s heirs, executors, administrators, and assigns, hereby unconditionally releases and forever discharges the Company and each of the Company’s stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, and all persons acting by, through, under, or in concert with any of them (collectively, the “Released Party”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected arising out of or relating to the Executive’s employment with the Company or termination of such employment, including, but not limited to, claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended from time to time, and other federal, state, or local laws prohibiting discrimination, any claims the Executive may have with regard to the Executive’s hiring, employment, and separation from employment, and any claims growing out of any legal restrictions on the Company’s right to terminate its employees (“Claim(s)”), which the Executive now has, owns or holds, or claims to have owned or held, or which the Executive at any time may have had or claimed to have had against the Company. More specifically, by signing this Release, the Executive agrees to release any actual and potential Claim that the Executive has or may potentially have, either as an individual or standing in the shoes of the government, under any federal, state or local law, administrative regulation or legal principle (except as provided below in this Release) against the Company or any other Released Parties. The following listing of laws and types of Claims is not meant to, and shall not be interpreted to, exclude any particular law or type of Claim, law, regulation or legal principle not listed. The Executive understands that the Executive is releasing all the Executive’s Claims against the Company and all Released Parties including, but not limited to any Claims for expense reimbursement or expenses, relocation assistance Claims for invasion of privacy; breach of written or oral, express or implied, contract; fraud or misrepresentation; Claims for assault, battery, defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, negligent hiring, retention or supervision, retaliation, constructive discharge, violation of whistleblower protection laws, unjust enrichment, violation of public policy, and any Claims under ADEA, 29 U.S.C. § 626, as amended, the Older Workers Benefit Protection Act of 1990 (“OWBPA”), 29 U.S.C. § 626(f), Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e, et seq., the Americans with Disabilities Act (“ADA”), as amended by the ADA Amendments Act of 2008 (“ADAAA”), 29 U.S.C. § 12101, et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, 29 U.S.C. §§ 1001, et seq., the Equal Pay Act (“EPA”), 29 U.S.C. § 206(d), the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601, et seq., the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Minnesota Human Rights Act (“MHRA”), Minn. Stat. § 363A.01, et seq., Minnesota Statutes § 181, et seq., the Minnesota Whistleblower Act, Minn. Stat. § 181.931, et seq., Tennessee Human Rights Act and the Tennessee Disability Act, and any and all other Tennessee statutes, regulations, and ordinances related to fair employment practices or employment more generally, the False Claims Act, 31 U.S.C. § 3729, et seq., or any other state human rights or fair employment practices act, and any other federal, state, local or foreign statute, law, rule, regulation, ordinance or order. This includes, but is not limited to, Claims for violation of any civil rights laws based on protected class status and all other Claims for unlawful employment practices, and all other common law or statutory Claims. The Executive is not releasing and Claims shall not include any rights or Claims the Executive has (1) pursuant to the Separation Pay Agreement between the Executive and the Company, any equity award granted to the Executive by Xxxxxx Medical Group N.V. or the Indemnification Agreement between the Company or its affiliates and the Executive; (2) to be indemnified and advanced expenses in accordance with applicable law, or the Company’s and its affiliates’ corporate documents or to be covered under any applicable directors’ and officers’ liability insurance policies; (3) with respect to any rights which have accrued or become vested as of the date of this Release, including any rights to any outstanding equity awards; and (4) with respect to any Claims which arise after the Effective Date of this Release. This Release complies with the Older Workers Benefit Protection Act of 1990, as amended from time to time.

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