Common use of Delivery and Final Acceptance Clause in Contracts

Delivery and Final Acceptance. Upon factory acceptance of a Wets Workflow item, IM will prepare the Wets Workflow item for shipment. ATMI shall bear all expenses of insurance, packaging and transportation. Title to the Equipment and Informatics Hardware and/or software licenses sold in connection therewith shall pass to ATMI at IM’s site upon delivery to the shipper, on the date so delivered (the “Delivery Date”). ATMI shall prepare the site for installation of the Wets Workflow item in accordance with the Site preparation specification set forth in the Purchase Documentation prior to the Delivery Date. IM will assist ATMI with the process of unpacking the Equipment and Informatics Hardware at the Site designated in the Purchase Documentation, and with its installation at the Site. Upon completion of the installation, IM and ATMI will repeat the demonstration and testing, respectively, in order to ensure that the Wets Workflow item meets the Acceptance Criteria that occurred in connection with factory acceptance. Upon completion of said demonstration and testing, ATMI will either (i) confirm in writing that final acceptance of the Wets Workflow item has occurred, and [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ATMI shall make the payment associated therewith as set forth in the Purchase Documentation, or (ii) identify with reasonable detail any deficiencies, in which case IM will promptly remedy the same and the foregoing demonstration and testing will be repeated. If IM is unable to remedy the deficiency, ATMI may terminate the applicable Purchase Documentation in accordance with the provisions of Section 11.2(i). Notwithstanding the foregoing, if said demonstration cannot take place in a timely fashion because the Site has not been prepared in accordance with the Site preparation specification set forth in the Purchase Documentation as of the Delivery Date, final acceptance shall be deemed to have occurred thirty (30) days following the Delivery Date.