Common use of Inspection and Acceptance of Goods Clause in Contracts

Inspection and Acceptance of Goods. (a) Buyer may inspect all Goods ordered hereunder at all times and places, including during the period of manufacture. Such inspection may at Buyer's option include confirmation of Seller's compliance with required quality control procedures. Seller will permit Buyer and/or its designees access to Seller's facilities at all reasonable times and will provide all tools, facilities and assistance reasonably necessary for such inspection and/or confirmation at no additional cost to Buyer. All Goods are subject to final inspection and acceptance anytime after delivery to Buyer. (b) Notwithstanding any acts of Buyer which may be deemed under applicable law to constitute acceptance of the Goods, payment for delivered Goods will not constitute acceptance thereof. Buyer many reject any Goods which do not meet the specifications set forth in this order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller's cost. Any Goods rejected by Buyer will be at Seller's risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection Draft of 5/29/90 or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods. (c) Buyer may revoke its acceptance of Goods at any time, whether or not a substantial modification to the Goods has been made, if a defect in the Goods which could not have been discovered during Buyer's normal inspection procedures or which is not normally discoverable until the Goods are used substantially impairs the value of the Goods to Buyer. (d) Neither Buyer's exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not in accordance with the order requirements or impose liability on Buyer therefor.

Inspection and Acceptance of Goods. 5.1 CSIRO may inspect the Goods at any time prior to acceptance and any Goods found not to be in accordance with the Contract. 5.2 CSIRO will not be liable to pay for any rejected Goods or for any damage or costs arising from inspection or rejection of Goods except to the extent that any negligent act or omission of CSIRO caused the damage or cost. 5.3 CSIRO, before accepting the Goods, may carry out such tests as it reasonably requires before accepting delivery of the Goods and Supplier shall provide all reasonable assistance in this regard. If, after conducting the acceptance testing, CSIRO reasonably decides that the Goods do not conform with the specifications as set out in the Purchase Order or (if the Purchase Order is silent) as stated in any quotation provided by the Supplier to CSIRO in connection with the provision of the relevant Goods (Specifications) and advises Supplier accordingly in writing setting out the departures from the Specifications, Supplier must promptly take all action reasonably necessary so that the Goods do conform with the Specifications and advise CSIRO in writing when this has been done. If CSIRO reasonably determines that one or more Goods do not conform to the Specifications, then CSIRO, may either reject those Goods that do not conform to the Specifications or terminate this Contract in accordance with clause 14.1. 5.4 If CSIRO (acting reasonably) rejects any Goods or determines during the Warranty Period that the Goods are defective, the Supplier must, within a reasonable time but no later than 30 days from receiving notification by CSIRO under this clause 5 and without prejudice to CSIRO's rights otherwise arising under the Contract or the general law: (a) Buyer may inspect all Goods ordered hereunder at all times and placesreplace, including during the period of manufacture. Such inspection may at Buyer's option include confirmation of Seller's compliance with required quality control procedures. Seller will permit Buyer and/or its designees access to Seller's facilities at all reasonable times and will provide all tools, facilities and assistance reasonably necessary for such inspection and/or confirmation at no additional without cost to Buyer. All CSIRO, the rejected Goods are subject to final inspection and acceptance anytime after delivery to Buyer.with goods complying in all respects with the Contract; (b) Notwithstanding any acts of Buyer which may be deemed under applicable law to constitute acceptance of the Goods, refund payment for delivered Goods will not constitute acceptance thereof. Buyer many reject any Goods which do not meet the specifications set forth in this order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller's cost. Any Goods rejected by Buyer will be at Seller's risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection Draft of 5/29/90 or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods.; or (c) Buyer repair the Goods, on site or otherwise, to the reasonable satisfaction of CSIRO. Further, in the case of clauses 5.4(a)or 5.4(b), CSIRO may revoke its acceptance of remove the rejected Goods at any time, whether or not a substantial modification the Supplier's reasonable expense. 5.5 If prior to the Goods issue of the Purchase Order, CSIRO requires the Supplier to submit samples of Goods, Supplier must not proceed to bulk manufacture until CSIRO has been madeapproved the samples. 5.6 Title in, if a defect in and risk of loss of or damage to, the Goods which could not have been discovered during Buyer's normal inspection procedures or which is not normally discoverable until the Goods are used substantially impairs the value of the Goods pass to BuyerCSIRO on delivery. (d) Neither Buyer's exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not in accordance with the order requirements or impose liability on Buyer therefor.

Inspection and Acceptance of Goods. (a) Buyer 5.1 CSIRO may inspect all Goods ordered hereunder at all times and places, including during the period of manufacture. Such inspection may at Buyer's option include confirmation of Seller's compliance with required quality control procedures. Seller will permit Buyer and/or its designees access to Seller's facilities at all reasonable times and will provide all tools, facilities and assistance reasonably necessary for such inspection and/or confirmation at no additional cost to Buyer. All Goods are subject to final inspection and acceptance anytime after delivery to Buyer. (b) Notwithstanding any acts of Buyer which may be deemed under applicable law to constitute acceptance of the Goods, payment for delivered Goods will not constitute acceptance thereof. Buyer many reject any Goods which do not meet the specifications set forth in this order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller's cost. Any Goods rejected by Buyer will be at Seller's risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection Draft of 5/29/90 or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods. (c) Buyer may revoke its acceptance of Goods at any time, whether or time prior to acceptance and any Goods found not a substantial modification to the Goods has been made, if a defect in the Goods which could not have been discovered during Buyer's normal inspection procedures or which is not normally discoverable until the Goods are used substantially impairs the value of the Goods to Buyer. (d) Neither Buyer's exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not be in accordance with the order requirements Contract. 5.2 CSIRO will not be liable to pay for any rejected Goods or impose liability for any damage or costs arising from inspection or rejection of Goods except to the extent that any negligent act or omission of CSIRO caused the damage or cost. 5.3 CSIRO, before accepting the Goods, may carry out such tests as it reasonably requires before accepting delivery of the Goods and Supplier shall provide all reasonable assistance in this regard. If, after conducting the acceptance testing, CSIRO reasonably decides that the Goods do not conform with the specifications as set out in the Purchase Order or (if the Purchase Order is silent) as stated in any quotation provided by the Supplier to CSIRO in connection with the provision of the relevant Goods (Specifications) and advises Supplier accordingly in writing setting out the departures from the Specifications, Supplier must promptly take all action reasonably necessary so that the Goods do conform with the Specifications and advise CSIRO in writing when this has been done. If CSIRO reasonably determines that one or more Goods do not conform to the Specifications, then CSIRO, may either reject those Goods that do not conform to the Specifications or terminate this Contract in accordance with clause 14.1. 5.4 If CSIRO (acting reasonably) rejects any Goods or determines during the Warranty Period that the Goods are defective, the Supplier must, within a reasonable time but no later than 30 days from receiving notification by CSIRO under this clause 5 and without prejudice to CSIRO's rights otherwise arising under the Contract or the general law: a) replace, without cost to CSIRO, the rejected Goods with goods complying in all respects with the Contract. b) refund payment for the rejected Goods; or c) repair the Goods, on Buyer thereforsite or otherwise, to the reasonable satisfaction of CSIRO. Further, in the case of clauses 5.4(a) or 5.4(b), CSIRO may remove the rejected Goods at the Supplier's reasonable expense. 5.5 If prior to the issue of the Purchase Order, CSIRO requires the Supplier to submit samples of Goods, Supplier must not proceed to bulk manufacture until CSIRO has approved the samples. 5.6 Title in, and risk of loss of or damage to, the Goods pass to CSIRO on delivery.

Inspection and Acceptance of Goods. (a) Buyer may inspect all Goods ordered ---------------------------------- hereunder at all times and places, including during the period of manufacture. Such inspection may at Buyer's option include confirmation of Seller's compliance with required quality control procedures. Seller will permit Buyer and/or its designees designess access to Seller's facilities at all reasonable times and will provide all tools, facilities and assistance reasonably necessary for such inspection and/or confirmation at no additional cost to Buyer. All Goods are subject to final inspection and acceptance anytime after delivery to Buyer. (b) Notwithstanding any acts of Buyer which may be deemed under applicable law to constitute acceptance of the Goods, payment for delivered Goods will not constitute acceptance thereof. Buyer many reject any Goods which do not meet the specifications set forth in this order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller's cost. Any Goods rejected by Buyer will be at Seller's risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection Draft of 5/29/90 or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods. (c) Buyer may revoke its acceptance of Goods at any time, whether or not a substantial modification to the Goods has been made, if a defect in the Goods which could not have been discovered during Buyer's normal inspection procedures or which is not normally discoverable until the Goods are used substantially impairs the value of the Goods to Buyer. (d) Neither Buyer's exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not in accordance with the order requirements or impose liability on Buyer therefor.. Draft of 5/29/90 ----------------

Inspection and Acceptance of Goods. (a) Buyer may inspect all Goods ordered hereunder pursuant to this Order are subject to Buyer’s and its customers’ audits, inspections and tests at all times and places. If requested by Buyer, Seller shall provide to Buyer the results of all samplings, analysis, inspections or tests relating to the Goods and/or this Order. In addition to other remedies hereunder or available under law, Buyer may reject or revoke acceptance of any Goods that fail to comply with the Specifications or other requirements, representations or warranties of this Order including during quantity (“Non- Conforming Goods”). Non-Conforming Goods will be held pending Buyer’s instructions and at Seller’s risk of loss, and if Buyer so directs, will be returned to Seller at Seller’s expense. If inspection discloses that the period of manufacture. Such inspection may Goods are Non- Conforming Goods, Buyer shall have the right, at Buyer's option include confirmation ’s option, to (i) cancel any unshipped portion of Seller's compliance with required quality control proceduresthe Order and receive a full refund of any amounts paid for the unshipped portions (ii) rescind the Order in its entirety and receive a full refund of any amounts paid; (iii) accept the Non-Conforming Goods at a reasonably reduced price; or (iv) reject the Non- Conforming Goods and require replacement of the rejected Non-Conforming Goods. Seller will permit Buyer and/or its designees access The making of, or failure to Seller's facilities at all reasonable times and will provide all toolsmake any inspection of, facilities and assistance reasonably necessary for such inspection and/or confirmation at no additional cost to Buyer. All Goods are subject to final inspection and acceptance anytime after delivery to Buyer. (b) Notwithstanding any acts of Buyer which may be deemed under applicable law to constitute payment for, or acceptance of the Goods, payment for delivered Goods will not constitute acceptance thereof. Buyer many shall in no way impair Buyer’s right to reject any Goods which do not meet the specifications set forth in this order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller's cost. Any Goods rejected by Buyer will be at Seller's risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection Draft of 5/29/90 or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods. (c) Buyer may revoke its acceptance of Non-Conforming Goods at any time, whether or not a substantial modification to the Goods has been madein which case Seller shall bear all cost of repair, if a defect in the Goods which could not have been discovered during Buyer's normal inspection procedures or which is not normally discoverable until the Goods are used substantially impairs the value replacement and transportation of the Non-Conforming Goods, and shall reimburse Buyer in respect of all costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred by Buyer in connection therewith. Buyer’s review or approval of Seller’s methods, manufacturing procedures, drawings, calculations and other documents shall not relieve Seller of any responsibility for Goods delivered hereunder. If Seller fails to timely deliver Goods to Buyerreplace Non- Conforming Goods, Buyer may replace such Non-Conforming Goods with goods from a third party, charge Seller the difference in cost and terminate this Order for cause. (d) Neither Buyer's exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not in accordance with the order requirements or impose liability on Buyer therefor.

Inspection and Acceptance of Goods. (a) Buyer may You must inspect all the Goods ordered hereunder at all times on delivery or collection. If you identify any damages or shortages, you must inform us in writing within 2 days of delivery, providing details. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and placesif required, including during the period of manufacturehave carried out an inspection. Such inspection may at Buyer's option include confirmation of Seller's Subject to your compliance with required quality control proceduresthis clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them. Seller We will permit Buyer be under no liability or further obligation in relation to the Goods if: if you fail to provide notice as set above; and/or its designees access you make any further use of such Goods after giving notice under the clause above relating to Seller's facilities at all reasonable times damages and will provide all toolsshortages; and/or the defect arises because you did not follow our oral or written instructions about the storage, facilities commissioning, installation, use and assistance reasonably necessary for such inspection maintenance of the Goods; and/or confirmation at no additional cost to Buyer. All Goods are subject to final inspection the defect arises from normal wear and acceptance anytime after delivery to Buyer. (b) Notwithstanding any acts tear of Buyer which may be deemed under applicable law to constitute acceptance the Goods; and/or the defect arises from misuse or alteration of the Goods, payment for delivered negligence, wilful damage or any other act by you, your employees or agents or any third parties. You bear the risk and cost of returning the Goods. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 2 days after delivery. The risk in the Goods will pass to you on completion of delivery. Title to the Goods will not constitute acceptance thereofpass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due. Buyer many reject any Goods which do not meet the specifications set forth in this order. Buyer may return any such Goods to Seller for reimbursement, credit, replacement or correction as Buyer may direct, or Buyer may correct and/or replace such Goods at Seller's cost. Any Goods rejected by Buyer will be at Seller's risk and expense and Seller will not thereafter tender such Goods for acceptance unless the former rejection Draft of 5/29/90 or requirement of correction is disclosed. Seller will reimburse Buyer for any packaging, handling and transportation costs Buyer incurs with respect to rejected Goods. (c) Buyer may revoke its acceptance of Goods at any time, whether or not a substantial modification Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying xxxx or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery. As long as the Goods have not been maderesold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if a defect in the Goods which could not have been discovered during Buyer's normal inspection procedures you fail to do so promptly, enter any of your premises or which is not normally discoverable until of any third party where the Goods are used substantially impairs the value of the Goods stored in order to Buyerrecover them. (d) Neither Buyer's exercise of nor its failure to exercise, any rights provided hereunder will relieve the Seller from responsibility for such Goods as are not in accordance with the order requirements or impose liability on Buyer therefor.