Common use of Inspection and Acceptance Clause in Contracts

Inspection and Acceptance. (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair or replace such materials or work as directed by BSA at pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has Seller shall maintain an adequate inspection system and perform such inspections and tests as will ensure that the right work called for by this Agreement conforms to inspect the applicable requirements. Seller shall maintain complete inspection and test all items records and services (including, but not limited to, raw materials, components, intermediate assemblies make them available to Company. All work shall be conducted under the general direction of Company and end products) is subject to the extent practicable Company and Government inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of this Agreement. (b) Company inspections and places including tests are for the period sole benefit of manufacturethe Government and do not relieve Seller of responsibility for providing adequate quality control measures, relieve Seller of responsibility for damage to or loss of the material before acceptance, constitute or imply acceptance, or affect the continuing rights of Company after acceptance of the completed work. (c) The presence or absence of a Company inspector does not relieve Seller from any requirement, nor is the inspector authorized to change any term or condition of the specification without Company's written authorization. (d) Seller shall promptly furnish, without additional charge, all facilities, labor, and in material reasonably needed for performing such safe and convenient inspections and tests as may be required by Company. Company may charge to Seller any event additional cost of inspection or test when work is not ready at the time specified by Seller for inspection or test, or when prior to acceptancerejection makes re-inspection or retest necessary. BSA Company shall perform all inspections and tests in a manner that will not unduly unnecessarily delay the work. If BSA performs Special, full size, and performance tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere performed as described in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (be) If BSA specifies an inspection system elsewhere Unless otherwise specified in this Agreement, Company shall accept or reject, as promptly as practicable after completion and inspection, all work required by this Agreement or that portion of the Contractor work Company determines can be accepted separately that conforms to the Agreement requirements and is free of any defect in equipment, material, or design furnished, or workmanship performed by Seller or its lower tier Subcontractors and Suppliers. (f) If, before acceptance of the entire work, Company decides to examine already completed work by removing it or tearing it out, Seller, on request, shall provide promptly furnish all necessary facilities, labor, and maintain such inspection system material. If the work is found to be defective or nonconforming in any material respect due to the fault of Seller or its lower-tier subcontractors, Seller shall defray the expenses of the examination and deliver only those items of satisfactory reconstruction. However, if the work is found to meet applicable requirements, Company shall make an equitable adjustment for the additional services involved in the examination and services that have been reconstruction, including, if completion of the work was thereby delayed, an extension of time (g) Seller shall, without charge, replace or correct work found by Company not to conform to the requirements of this Agreementrequirements, unless in the public interest Company consents to accept the work with an appropriate adjustment in price. The Contractor Seller shall maintain complete records of all inspections promptly segregate and make them available to BSA during performance and for as long as this Agreement requiresremove rejected material from the premises. (ch) If BSA finds Seller does not promptly replace or correct rejected work, Company may replace or correct the materials work and charge the cost to Seller, or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor this Agreement for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. If applicable to Contractor’s performance under this Contract, Contractor shall provide right of access to Contractor’s designated facilities to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, on reasonable prior notice and at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value), latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned or for which Acceptance is revoked. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. The warranty period shall begin upon Acceptance. The Purchasing Entity will notify the Contractor within thirty(30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair or replace such materials or work as directed by BSA at pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has Company and Government have the right to inspect and test all items services and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable supplies called for by this Agreement at all times places and places times, including the period of manufacturemanufacture or performance, and in any event prior to before acceptance. BSA If Company specifies an inspection system elsewhere in this Agreement, Seller shall provide and maintain such inspection system covering services and supplies under this Agreement and shall provide only services and supplies that have been found to conform to the requirements of this Agreement. Complete records of all inspections shall be maintained and made available to Company during performance and for as long as Agreement requires. Company shall perform inspections and tests in a manner that will not unduly delay the work. Company assumes no contractual obligation to perform any inspection or test for Seller’s benefit unless specifically set forth elsewhere in this Agreement. Company failure to inspect the services and supplies shall not relieve Seller from responsibility, nor impose liability on Company, for nonconformity. If BSA Company performs tests inspection or inspections test on the contractor’s premises of Seller or that of a subcontractor, the Contractor Seller shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityduties. (b) If BSA specifies an inspection system elsewhere in this AgreementExcept for research and development, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements Company may reject or require correction of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation costany nonconformity. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor Seller is not ready for inspection at the time specified by Seller, or if prior rejection makes reinspection re-inspection or retest necessary, BSA Company may charge the Contractor Seller the additional cost of test and/or inspectioninspection or test. The Contractor Seller shall not tender for acceptance corrected or rejected items services or services supplies without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (dc) BSA shall effect acceptance Except for research and development, Company, in addition to any other rights and remedies provided by law, or under other provisions of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, may require Seller, at no increase in subcontract price, to (1) reperform the non- conforming services and correct or replace the non-conforming supplies or (2) reduce the Agreement price to reflect the reduced value of Seller’s performance. When supplies are returned, Seller shall bear the transportation cost. If within 10 days of Company’s written notice, Seller fails to reperform or correct or replace, as required, Company shall have the right by contract or otherwise to perform the services, replace or correct such supplies, and charge to Seller the cost occasioned the Company thereby and/or terminate this Agreement under the provisions of Part 1.13a. (d) Company shall accept supplies or services that conform to the terms of the Agreement and it reserves the right to reject non-conforming supplies or services. Seller may be subject to specific acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudrequirements in the Agreement.

Inspection and Acceptance. (a) BSA has Corporation shall have access to and the right to inspect all material, equipment and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to work during the extent practicable at all times and places including course of performance of the period of manufacture, and in any event prior to acceptanceSOW. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishreplace, without charge, any material or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform correct any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall workmanship found by Corporation not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this AgreementContract unless Corporation consents to accept such material or workmanship with an appropriate reduction in the price. 4.7.1 When the work has reached substantial completion, Contractor shall notify Corporation and request a walk-through inspection by Corporation. Contractor shall provide Corporation a list of all work to be completed following the inspection. Based on its walk-through inspection, Corporation shall develop and provide to Contractor a list of work which Contractor must complete and/or correct prior to final inspection. The combined lists shall constitute a final Punch List. 4.7.2 Upon completion of the work on the Punch List, Contractor shall maintain notify Corporation and request a final inspection. In the event Corporation determines that the work performed by Contractor is not acceptable, Contractor shall continue to perform all work necessary to complete records the Punch List to Corporation’s satisfaction and approval. 4.7.3 Final Acceptance (as further described in this section, “Final Acceptance”) by Corporation shall be made as promptly as practicable after completion, inspection and regulatory certification of the SOW as required herein. Acceptance shall be final and conclusive, excluding latent defects, fraud or gross mistakes, or with respect to Corporation’s rights under Section 4.8 – Warranty. Final Acceptance shall be evidenced by Corporation’s certification to the Contractor that all work has been completed, inspected and accepted by Corporation, including delivery to Corporation (a) copies of all inspections permits and make them available associated approvals obtained by Contractor, (b) original copies of all Lien Waivers required to BSA during performance be provided per the Section titled “Liens”, and for as long as this Agreement requires. (c) If BSA finds the materials or work all other deliverables (including as-built drawings, warranties, spare parts, attic stock, and manuals) required to be defective, delivered per the SOW. 4.7.4 Contractor shall promptly repair notify Corporation when the SOW has been completed. If Corporation determines the SOW to have been performed to satisfaction, Corporation shall instruct Contractor to submit for final payment. If Company finds any defect or replace noncompliance with the SOW, it shall deliver a written notice to Contractor stating such materials defects or work as directed by BSA at no increase in the agreement pricenoncompliance. The Contractor shall bear remedy the transportation costissues identified as soon as possible at Contractor’s expense. If the Contractor fails to act as directed within 10 days from BSACorporation’s written notice, BSA may repair or replace such materials or work by contract or otherwise acceptance and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost approval of test and/or inspection. The Contractor SOW shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.constitute “Final

Inspection and Acceptance. (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, correction and shall disclose the corrective action taken. (d) BSA shall effect affect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has the right to inspect STATE and test all items its authorized and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable designated representative shall at all times be allowed access to all parts of the Operations and places including Areas of Operations of PURCHASER, as STATE may determine to be necessary or desirable to make a complete and detailed inspection of the period Operations and PURCHASER’s compliance with all terms and conditions of manufacturethis Contract. STATE shall be furnished operation progress status or other information and assistance by PURCHASER, or the Authorized Representative(s), as STATE may determine necessary to permit STATE to verify PURCHASER's compliance with all terms and conditions of this Contract. PURCHASER shall notify STATE in writing upon completion of final Operations. STATE will inspect the Operations completed by PURCHASER within twenty (20) business days after receipt of written notification that final Operations are complete. Following inspection, STATE shall notify PURCHASER in writing of STATE’s acceptance of PURCHASER's performance of the Contract or, if PURCHASER’s Operations are not acceptable to STATE, shall advise PURCHASER in writing of the particular defects to be remedied before final acceptance by STATE can be granted. Section 1320. Assignment of Contract. PURCHASER shall not assign, sell, or transfer rights, or delegate responsibilities under this Contract, in whole or in part, without the prior consent of the STATE. STATE will consent only when assignment is consistent with STATE's fiduciary duties. No such written approval shall relieve PURCHASER of any obligations under this Contract, and in any event prior to acceptance. BSA transferee shall perform inspections be considered the agent of the PURCHASER and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation bound to perform any test or inspection for in accordance with the Contractor’s benefit unless specifically set forth elsewhere in this AgreementContract. BSA’s failure to inspect PURCHASER shall remain liable as between the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform original parties to the requirements of this AgreementContract as if no assignment had occurred. The Contractor shall maintain complete records of all inspections and make them available PURCHASER agrees to BSA during performance and pay STATE a $250 administrative fee for as long as this Agreement requiresprocessing each assignment. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has the right to inspect Except as otherwise provided in this contract, inspection and test all items by the Government of material and services (includingworkmanship required by this contract shall be made at reasonable times and at the site of the work, but not limited tounless the Contracting Officer determines that such inspection or test of material which is to be incorporated in the work shall be made at the place of production, raw materialsmanufacture, componentsor shipment of such material. To the extent specified by the Contracting Officer at the time of determining to make off-site inspection or test, intermediate assemblies and end products) such inspection or test shall be conclusive as to whether the material involved conforms to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptancecontract requirements. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests Such off- site inspection or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityof responsibility for damage to or loss of the material prior to acceptance, nor impose liability on BSAin any way affect the continuing rights of the Government after acceptance of the completed work under the terms of paragraph (f) of this clause, for nonconformityexcept as hereinabove provided. (b) If BSA specifies an inspection system elsewhere in this AgreementThe Contractor shall, without charge, replace any material or correct any workmanship found by the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found Government not to conform to the requirements of this Agreementcontract requirements, unless in the public interest the Government consents to accept such material or workmanship with an appropriate adjustment in contract price. The Contractor shall maintain complete records of all inspections promptly segregate and make them available to BSA during performance and for as long as this Agreement requiresremove rejected material from the premises. (c) If BSA finds the materials Contractor does not promptly replace rejected material or work to be defectivecorrect rejected workmanship, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written noticeGovernment (1) may, BSA may repair or replace such materials or work by contract or otherwise otherwise, replace such material or correct such workmanship and assess charge the Contractor cost thereof to the excess cost it incurred as a result and/or Contractor, or (2) may terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost Contractor’s right to proceed in accordance with Clause 5 of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenthese General Provisions. (d) BSA The Contractor shall effect furnish promptly, without additional charge, all facilities, labor, and material reasonably needed for performing such safe and convenient inspection and test as may be required by the Contracting Officer. All inspection and test by the Government shall be performed in such manner as not unnecessarily to delay the work. Special, full size, and performance tests shall be performed as described in this contract. The Contractor shall be charged with any additional cost of inspection when material and workmanship are not ready at the time specified by the Contractor for its inspection. (e) Should it be considered necessary or advisable by the Government at any time before acceptance of the entire work to make an examination of work already completed, by removing or tearing out same, the Contractor shall, on request, promptly furnish all materials necessary facilities, labor, and services ordered hereunder within a reasonable time after deliverymaterial. Except as If such work is found to be defective or nonconforming in any material respect, due to the fault of the Contractor or his subcontractors, he shall defray all the expenses of such examination and of satisfactory reconstruction. If, however, such work is found to meet the requirements of the contract, an equitable adjustment shall be made in the contract price to (f) Unless otherwise provided for in this Agreementcontract, acceptance by the Government shall be made as promptly as practicable after completion and inspection of all work required by this contract. Acceptance shall be final and conclusive except as regards latent defects, fraud, or such gross mistakes as may amount to fraud, or as regards the Government’s rights under any warranty or guarantee.

Inspection and Acceptance. (a) BSA has the right to Avanade may inspect and test all items the Products and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to Services at any time at the extent practicable at all times and places including the period place of manufacture, and in any event prior to shipment and upon receipt or at such time or place as it shall choose, notwithstanding its having paid for the Products and Services prior to inspection. Products and Services shall be subject to final inspection and acceptance at Avanade’s or its Affiliates’ facility. Payment for Products and Services ordered hereunder shall not constitute acceptance. BSA Products and Services shall perform inspections and tests in a manner that will be deemed accepted by Avanade if Avanade has not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that given notice of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for receipt of the Products at Avanade’s facilities or performance of the Services (but in any event not less than thirty (30) calendar days after receipt of the Products at Avanade’s facilities or performance of the Services), except that no acceptance shall be deemed effective with respect to latent defects (whether or not known by the Vendor) or any failure to conform with any warranties specified in this Agreement, where such failures do not or would not become apparent (despite the carrying out of any examination). The process of inspection shall neither be deemed to constitute acceptance of the Products and Services nor shall it be deemed a waiver of any of Avanade’s rights and remedies under applicable law. Failure to inspect the Products and Services shall not be deemed to constitute: (a) acceptance of any Products and Services with latent defects; or (b) waiver of any of Avanade’s rights or remedies arising by virtue of any defect or nonconformance. Avanade’s failure to specify any defect or nonconformance in rejecting any or all of the Products and Services shall not prevent Avanade from relying on such defect or nonconformance to establish a failure of the Products and Services to conform to warranties specified in this Agreement, to generally accepted industry standards for similar Products or to justify rejection. It is agreed that Avanade may reject the goods notwithstanding any provision contained in sections 11, 15A(1) or 35 of the Sale of Goods Xxx 0000, but subject to section 30(2A) of that Act. Any Deliverables rejected under the above paragraph must at Avanade's request be replaced or reperformed as the case may be by the Vendor at the Vendor’s expense. Alternatively, Avanade may elect (at Avanade's option) to cancel the Purchase Order pursuant to Section 7 in respect of the Deliverables in question and the whole of the remainder of the Deliverables (if any) covered by the Purchase Order. All rejected Deliverables will be returned to the Vendor at the Vendor's expense. Notwithstanding Avanade's rights under the above paragraph, Avanade shall be conclusive except as regards latent defects, fraud, entitled to return any Products to the Vendor for a full refund within fifteen (15) calendar days of delivery without incurring any costs or charges whatsoever. Vendor agrees to permit Avanade to have access to the Vendor’s facilities at all reasonable times for the purpose of inspecting the Products or Services set forth in the Purchase Order or work in process for production of such gross mistakes as amount Products or Services and/or audit including but not limited to fraudaudits necessary to comply with applicable laws or verification of any certifications required by Avanade.

Inspection and Acceptance. (a) BSA has Company and Government have the right to inspect and test all items services and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable supplies called for by this Agreement at all times places and places times, including the period of manufacturemanufacture or performance, and in any event prior to before acceptance. BSA If Company specifies an inspection system elsewhere in this Agreement, Seller shall provide and maintain an inspection system acceptable to Company covering services and supplies under this Agreement and shall provide only services and supplies that have been inspected in accordance with said system and have been found to conform to the requirements of this Agreement. Complete records of all inspections shall be maintained and made available to Company during performance and for as long as this Agreement requires. Company shall perform inspections and tests in a manner that will not unduly delay the work. Company assumes no contractual obligation to perform any inspection and test for Seller’s benefit unless specifically set forth elsewhere in this Agreement. Company failure to inspect the services and supplies shall not relieve Seller from responsibility, nor impose liability on Company, for nonconformity. If BSA Company performs tests inspection or inspections test on the contractor’s premises of the Seller or that of a subcontractor, the Contractor Seller shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityduties. (b) If BSA specifies an inspection system elsewhere in this AgreementExcept for research and development, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements Company may reject or require correction of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation costany nonconformity. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor Seller is not ready for inspection at the time specified by Seller, or if prior rejection makes reinspection or retest necessary, BSA Company may charge the Contractor Seller the additional cost of test and/or inspectioninspection or test. The Contractor Seller shall not tender for acceptance corrected or rejected items services or services supplies without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (dc) BSA shall effect acceptance Except for research and development, Company, in addition to any other rights and remedies provided by law, or under other provisions of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, may require Seller, at no increase in subcontract price, to (1) reperform the services and correct or replace the supplies at the original point of delivery or at the Seller's plant at the Company's election or (2) reduce the Agreement price to reflect the reduced value of Seller’s performance. When supplies are returned, Seller shall bear the transportation cost. If the Seller fails to reperform or correct or replace, as required, within 10 days of Company notice specifying the nonconformity, Company shall have the right by contract or otherwise to perform the services, replace or correct such supplies, and charge to Seller the cost occasioned the Company thereby and/or terminate this Agreement for cause. (d) Company shall accept supplies or services that conform to the terms of the Agreement and it reserves the right to reject non-conforming supplies or services. Seller may be subject to specific acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudrequirements in the Agreement.

Inspection and Acceptance. (a) BSA has a. Where the right Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to inspect limit rights and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) remedies under the applicable commercial code. b. All Products are subject to the extent practicable inspection at all reasonable times and places including the period of manufacture, and in any event prior to acceptancebefore Acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishprovide right of access to the Lead State, or cause to be furnishedany other authorized agent or official of the Lead State or other Participating or Purchasing Entity, all at reasonable facilities times, in order to monitor and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. BSA’s failure Products that do not meet published specifications may be rejected. Failure to inspect the items and services shall reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed during the Acceptance Period (as defined below) when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor from responsibilityis liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, nor impose liability or for which Acceptance is revoked. Upon shipment of the relevant Product to Purchasing Entity, Purchasing Entity shall have thirty (30) days in which to inspect whether the Product materially conforms to Contractor’s published specifications (the “Acceptance Period”). If the Product is non-conforming, it shall notify Contractor of the non-conformity within the Acceptance Period. Contractor shall replace the Product with a conforming Product. Purchasing Entity shall be deemed to have accepted the Product; (i) at the end of the Acceptance Period if Purchasing Entity has not notified Contractor of any non- conformity with the Product during that time or (ii) if Purchasing Entity has notified Contractor of any non-conformity, the date on BSA, for nonconformitywhich it notifies Contractor that it accepts the replaced Product (the "Acceptance Date"). (b) If BSA specifies an inspection system elsewhere c. Acceptance of services shall be defined in this Agreementthe applicable Purchase Order and any associated statement of work. Notwithstanding the foregoing, if any services do not conform to contract requirements, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, Purchasing Entity may require the Contractor shall promptly repair or replace such materials or work as directed by BSA to perform the services again in conformity with contract requirements, at no increase in the agreement priceOrder amount. The In such an event, Contractor shall bear provide Purchasing Entity with a corrective action plan designed to remedy the transportation costnonconforming services or deliverable. If When defects cannot be corrected by re-performance of the Contractor fails services three (3) times pursuant to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenplans proposed by Contractor, the Purchasing Entity may terminate the services with notice and shall have no liability to pay for such non- conforming services and/or deliverables, including fees and expenses for such services and Deliverables that have not been accepted in accordance with the terms herein. Notwithstanding the foregoing, Purchasing Entity shall be responsible to pay for all services and deliverables that were performed and accepted hereunder. (d) BSA d. The warranty period shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudbegin upon Acceptance.

Inspection and Acceptance. (a) BSA has Seller shall comply with any specifications stated on the face of, or included by reference in, or attachment to the order and with any applicable U.S. Government specifications. Seller shall maintain a quality assurance system reasonably acceptable to the Buyer. The Seller shall, upon request, furnish the Buyer with a report of details of materials and workmanship inspections, certified by an authorized representative of the Seller. For machined and/or fabricated parts, the Seller shall furnish Buyer with material certifications, process certifications, and inspection results certified by an authorized representative of the Seller with each shipment. (b) Buyer and representatives of Buyer’s customers shall have the right to inspect and test all items material and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable workmanship at all times and places including the period of including, when practicable, during manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests any such inspection or inspections test is made on the contractor’s premises or that of a subcontractorthe Seller, the Contractor Seller shall furnish, or cause to be furnished, furnish without additional charge all reasonable facilities and assistance for the a safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test inspection or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requirestest. (c) The Buyer shall have the right to reject any goods or services that fail to meet Seller’s warranty, exercisable within ninety (90) days of receipt. If BSA finds Seller delivers non-conforming goods, Buyer may, in addition to any other remedies available at law or at equity: (i) reject such product and treat the materials or work non-conformance as non-delivery pursuant to Article 3 – “TIMELY PERFORMANCE” (provided that the period between arrival of the product at Buyer’s premises and the date of rejection will not be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase included in the agreement price. The Contractor shall bear liquidated damages calculation); or (ii) Require Seller, at Seller’s cost, to make all repairs, modifications, or replacements at the transportation cost. If the Contractor fails direction of Buyer necessary to act as directed within 10 days from BSA’s written notice, BSA may repair or replace enable such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor goods to comply in all respects with Contract requirements. (d) Seller shall not re-tender for acceptance corrected or rejected items or services goods without disclosing the former rejection or requirement for correction, and shall disclose in writing the corrective action taken. (de) BSA Seller shall effect acceptance notify Buyer of all materials nonconforming product and services ordered hereunder within a reasonable time after deliveryobtain Buyer’s advance written approval for nonconforming product disposition. (f) Seller understands and accepts that it may be subject to FAA and/or Buyer’s customer inspection. Except as otherwise provided for Vendor shall report to Buyer any product, article, or consumable that has been released from the Vendor and subsequently found to be non-conforming to any applicable contract requirement. (g) Seller must notify Buyer of any changes in this Agreementproduct, acceptance processes, suppliers, and/or manufacturing facility location, and obtain Buyer’s advance written approval prior to tendering goods. (h) Seller shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount responsible for flowing down all applicable requirements to fraudall of its sub-tier suppliers.

Inspection and Acceptance. (a) BSA A. Contractor shall: 1. Maintain an adequate inspection system and perform such inspections as will assure Work will be free from defects and otherwise conform to Agreement requirements; and 2. Maintain and make available to Owner adequate records of such inspections. B. Contractor shall: 1. Be responsible for notifying the appropriate city, county or other inspection agency whenever the Work has advanced to the right point at which an inspection is required under this Agreement, or any applicable law or ordinance; 2. Have the Work ready for inspection upon arrival of such inspectors; and 3. Notify Owner in advance, when possible, of inspectors' arrival. C. All material and workmanship shall be subject to inspect inspection and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable by Owner at all reasonable times and places places, including the period of manufacture, manufacture or performance and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformitySubcontractors. D. No inspector (bother than Owner's Representative) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found is authorized to conform to the change any requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) X. Xxxxxxx the presence nor absence of an inspector, nor any inspection or test performed, nor any failure to discover defective or nonconforming Work shall relieve Contractor of any requirement of this Agreement. F. If BSA finds the materials or work specifications call for the Work to be defectivecovered or buried (as in the case of certain conduit or pipes), Contractor shall, at no cost to Owner, uncover or remove such portion of the Work as may be necessary if Contractor covered or buried the Work prior to Owner's having fully inspected and approved the Work. G. Contractor shall, at no cost to Owner, promptly replace any material and correct any workmanship found to be defective or otherwise not in conformity with the Agreement requirements, unless Owner consents in writing to accept such material or workmanship with an appropriate adjustment in the Agreement price, in which event, the Agreement shall be modified in writing accordingly. Contractor shall promptly repair segregate and remove rejected material from the site. H. If Contractor does not promptly replace rejected material or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written noticecorrect rejected workmanship, BSA may repair or replace such materials or work Owner may: (1) by contract or otherwise otherwise, replace such material or correct such workmanship and assess charge the cost thereof to Contractor; or (2) terminate or cancel Contractor's right to proceed in accordance with the “Cancellation for Default–Damages for Delay" clause herein. I. Contractor shall furnish all facilities reasonably needed for such inspection and test as may be performed by Owner. All inspection and test by Owner shall be performed in such a manner as to prevent unnecessary delay to the excess Work. Contractor shall be charged with any additional cost it incurred as a result and/or terminate of inspection if the Contractor for default. If the Contractor Work is not ready for inspection at the time stated or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenadvised by Contractor. (d) BSA shall effect J. Should Owner consider it necessary at any time before acceptance of all materials Work to examine the Work already completed, by removing or tearing out same, Contractor shall, on request, promptly furnish all necessary facilities, labor and services ordered hereunder within material. If such Work is found to be defective or nonconforming in any material respect due to the fault of Contractor or its Subcontractors, Contractor shall defray all the expenses of such examination and of satisfactory reconstruction. If, however, such Work is found to meet the requirements of the Agreement, an equitable adjustment shall be made in the Agreement price to compensate Contractor for the additional Work involved in such examination and reconstruction and, if completion of the Work has been delayed thereby, Contractor shall, in addition, be granted a reasonable suitable extension of time after delivery. Except as and the Agreement shall be modified in writing accordingly. K. Unless otherwise provided for in this Agreement, final acceptance by Owner shall be made as promptly as practicable after completion and inspection of all Work required by this Agreement. Final acceptance shall be conclusive except as regards latent defects, fraudgross negligence, fraud or such gross mistakes as may amount to fraud, and except as regards Owner's rights under the “Warranty" clause or under any other warranty or guarantee made or given in connection with this Agreement.

Inspection and Acceptance. (a) BSA has Corporation shall have access to and the right to inspect all material, equipment and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to work during the extent practicable at all times and places including course of performance of the period of manufacture, and in any event prior to acceptanceSOW. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishreplace, without charge, any material or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform correct any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall workmanship found by Corporation not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contract unless Corporation consents to accept such material or workmanship with an appropriate reduction in the price. 4.7.1 When the work has reached substantial completion, Contractor shall maintain complete records notify Corporation and request a walk-through inspection by Corporation. Contractor shall provide Corporation a list of all inspections work to be 4.7.2 Upon completion of the work on the Punch List, Contractor shall notify Corporation and make them available request a final inspection. In the event Corporation determines that the work performed by Contractor is not acceptable, Contractor shall continue to BSA during performance perform all work necessary to complete the Punch List to Corporation’s satisfaction and for as long as this Agreement requiresapproval. 4.7.3 Final Acceptance (as further described in this section, “Final Acceptance”) by Corporation shall be made as promptly as practicable after completion, inspection and regulatory certification of the SOW as required herein. Acceptance shall be final and conclusive, excluding latent defects, fraud or gross mistakes, or with respect to Corporation’s rights under Section 4.8 – Warranty. Final Acceptance shall be evidenced by Corporation’s certification to the Contractor that all work has been completed, inspected and accepted by Corporation, including delivery to Corporation (a) copies of all permits and associated approvals obtained by Contractor, (b) original copies of all Lien Waivers required to be provided per the Section titled “Liens”, and (c) If BSA finds the materials or work all other deliverables (including as-built drawings, warranties, spare parts, attic stock, and manuals) required to be defective, delivered per the SOW. 4.7.4 Contractor shall promptly repair notify Corporation when the SOW has been completed. If Corporation determines the SOW to have been performed to satisfaction, Corporation shall instruct Contractor to submit for final payment. If Company finds any defect or replace noncompliance with the SOW, it shall deliver a written notice to Contractor stating such materials defects or work noncompliance. Contractor shall remedy the issues identified as directed soon as possible at Contractor’s expense. Corporation’s acceptance and approval of SOW shall constitute “Final Acceptance” but shall not waive Contractor’s responsibility to correct defects in SOW identified by BSA Corporation at no increase any time in the agreement price. The future per the Section 4.8 Contractor shall bear deliver to Corporation an Unconditional Waiver and Release upon final payment in the transportation cost. If the form provided by California Civil Code Section 8138 on behalf of itself and every Contractor fails to act as directed party performing work under this Contract within 10 ten (10) days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost after receipt of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenfinal payment. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has the right to inspect 7.1. All Goods may be inspected and test all items and services (includingtested by LCR, but not limited toits customers, raw materialshigher-tier contractors, components, intermediate assemblies and end productsuser(s) to the extent practicable at all reasonable times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the workplaces. If BSA performs tests an inspection or inspections testing is made on the contractor’s premises or that of a subcontractorSeller's premises, the Contractor shall furnishSeller will provide, or cause to be furnishedwithout additional charge, all reasonable facilities and assistance required for the safe inspection and convenient performance tests. In its standard inspection and testing of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityGoods, nor impose liability on BSA, for nonconformity. (b) If BSA specifies Seller will use an inspection system elsewhere approved by LCR in writing. Seller will maintain all inspection records, including sub-tier supplier records relating to the Goods and make available to LCR during the performance of this Purchase Order, and for such longer periods as may be specified by LCR. 7.2. Final inspection and acceptance by LCR will be at destination unless otherwise specified in this AgreementPurchase Order. LCR may inspect 100% or a sample of Goods, at LCR's option, within 180 days of delivery and may reject all or any portion of the Goods or lot of Goods if LCR determines the Goods to be defective or nonconforming. If LCR performs any additional inspections after discovering defective or non- conforming Goods, the Contractor shall provide and maintain such additional inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreementcosts will be paid by Seller. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials No inspection, tests, approval, design approval, or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided the Goods relieves Seller from liability for in this Agreementwarranty, acceptance shall be conclusive except as regards latent defects, fraud, or negligence. 7.3. LCR may reject, refuse, refuse acceptance, or revoke acceptance of any Products or any tender thereof which does not strictly comply with the requirements of this Agreement and the applicable purchase order. LCR will notify Seller of such gross mistakes as amount rejection, refusal, or revocation. Seller shall correct the noncompliance within a reasonable time prescribed by LCR. If Seller fails, refuses, or indicates its inability or unwillingness to fraudso correct the noncompliance, LCR may: (i) retain any or all of such Products; or (ii) return any or all such Products with or without direction to Seller for reimbursement, credit, or replacement, at LCR's option. Seller agrees to pay or reimburse LCR for invoice costs, delivery costs, the cost of return shipment, labor, and other expenses incurred in sorting, inspecting, and packing Products for return.

Inspection and Acceptance. (a) BSA has the right to BUYER may inspect and test all items or a sample of the Products or Services at all reasonable times and services places, including the period of manufacture, and may reject all or any portion of the Products or Services if it determines the Products or Services are nonconforming or defective. If any inspection or test required by BUYER to be made on SUPPLIER's or its subcontractor's premises, SUPPLIER shall provide all reasonable facilities and assistance for the safety and convenience of inspectors designated by BUYER without additional charge. All Products or Services are subject to final inspection and acceptance at BUYER's premises or other specified place of delivery notwithstanding any payments or other prior inspections. If BUYER rejects any portion of the Products or Services, BUYER has the right, effective upon written notice to SUPPLIER, to: (a) rescind the Purchase Order in its entirety; (b) accept the Products or Services at a reasonably reduced price; or (c) reject the Products or Services and require replacement of the rejected Products or Services. If BUYER requires replacement of the Products or Services, SUPPLIER shall, at its expense, promptly (or upon such other time frame as may be mutually agreed in writing) replace the nonconforming Products or Services and pay for all related expenses, including, but not limited to, raw materialstransportation charges for the return of the defective Products and the delivery of replacement Products or Services. If SUPPLIER fails to timely deliver replacement Products or Services, components, intermediate assemblies BUYER may replace them with goods or services from a third party and end products) to charge SUPPLIER the extent practicable at all times cost thereof and places including terminate the period of manufacturePurchase Order for cause. Any inspection or other action by BUYER under this Section shall not reduce or otherwise affect SUPPLIER’s obligations under the Purchase Order, and in any event prior BUYER shall have the right to acceptance. BSA shall perform conduct further inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after deliverySUPPLIER has carried out its remedial actions. Except as otherwise provided for in this Agreementherein, acceptance SUPPLIER shall be conclusive except as regards responsible to correct, at its expense, all latent defects, fraud, which cannot be discovered by BUYER through reasonable inspection methods or such gross mistakes as amount time of use. Payment for all or any part of the Products or Services shall not constitute acceptance or waiver of any warranty. Inspection or failure to fraudinspect at destination shall not affect any warranty.

Inspection and Acceptance. a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. All Products are subject to inspection at reasonable times and places before Acceptance. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. c. If any Services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the Services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of Services performed with agreement by Contractor. d. The warranty period shall begin upon Acceptance. e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product or Service meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products or Services purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) or Service(s) and any Product(s) or Service(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product or Service is delivered or, if installed, the day after the Product or Service is installed and Contractor certifies that the Product or Service is ready for Acceptance Testing. If the Product or Service does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have thirty (30) calendar days to cure the standard of performance issue(s), unless another time frame is agreed upon by the Purchasing Entity and Contractor in writing. If after the cure period, the Product or Service still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product or Service from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair pay all costs related to the preparation and shipping of Product or replace such materials Service returned pursuant to the section. No Product or work as directed by BSA at Service shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. Inspection or rightful rejection of the Goods must be made within thirty (a30) BSA has days after Xxxxx’s receipt of the Goods. Buyer must notify Seller within such thirty (30) days of any claims for nonconforming or defective Goods so delivered and hold such Goods pending Seller's inspection. Seller shall have the right and option to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace any nonconforming Goods. The Goods may not be returned to Seller without first obtaining Seller’s consent. The request for return and credit must be filed with Seller and shall include purchase order number, approximate date shipped and any and all other identifying numbers (such materials as invoice number, date of invoice, etc.). Each request for return of Goods for credit should state the type and quantity of Goods, the part numbers and the reasons for the return. When appropriate, Seller will then issue a Return Material Authorization (RMA) number to Buyer. Seller will not accept any returns without having first issued an RMA number. An RMA number must be clearly written on any package authorized for return with a written explanation of the reason for rejection. If return authorization is granted, Buyer shall preserve, pack, package and handle the Goods so as to protect the Goods from loss, damage, deterioration, moisture, foreign matter or work as directed by BSA contamination. Buyer shall comply with best commercial practices to ensure arrival at no increase destination at the lowest transportation cost, in the agreement priceabsence of any specifications Seller may provide. The Contractor shall bear ESD sensitive components or assemblies must be packaged in approved protective packages and labeled with the transportation costESD caution symbol. If Buyer returns Goods in accordance with the Contractor fails to act as directed within 10 days from BSA’s written noticeprocedures described above and Seller subsequently determines that such Goods are not defective or are not covered by warranty, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA then Seller may charge Buyer a twenty percent (20%) restocking charge and the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance Buyer shall be conclusive except as regards latent defectsresponsible for all delivery costs. Risk of loss or damage to any Goods returned to Seller for adjustment shall remain with Buyer until they are received by Seller. Shipping charges for returned Goods will be paid by Seller only for Goods repaired or replaced pursuant to warranty. Otherwise, fraud, or such gross mistakes as amount to fraudcharge will be Buyer’s responsibility.

Inspection and Acceptance. (a) BSA has Corporation shall have access to and the right to inspect all material, equipment and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to work during the extent practicable at all times and places including course of performance of the period of manufacture, and in any event prior to acceptanceSOW. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishreplace, without charge, any material or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform correct any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall workmanship found by Corporation not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this AgreementContract unless Corporation consents to accept such material or workmanship with an appropriate reduction in the price. 4.7.1 When the work has reached substantial completion, Contractor shall notify Corporation and request a walk-through inspection by Corporation. Contractor shall provide Corporation a list of all work to be completed following the inspection. Based on its walk-through inspection, Corporation shall develop and provide to Contractor a list of work which Contractor must complete and/or correct prior to final inspection. The combined lists shall constitute a final Punch List. 4.7.2 Upon completion of the work on the Punch List, Contractor shall maintain notify Corporation and request a final inspection. In the event Corporation determines that the work performed by Contractor is not acceptable, Contractor shall continue to perform all work necessary to complete records the Punch List to Corporation’s satisfaction and approval. 4.7.3 Final Acceptance (as further described in this section, “Final Acceptance”) by Corporation shall be made as promptly as practicable after completion, inspection and regulatory certification of the SOW as required herein. Acceptance shall be final and conclusive, excluding latent defects, fraud or gross mistakes, or with respect to Corporation’s rights under Section 4.8 – Warranty. Final Acceptance shall be evidenced by Corporation’s certification to the Contractor that all work has been completed, inspected and accepted by Corporation, including delivery to Corporation (a) copies of all inspections permits and make them available associated approvals obtained by Contractor, (b) original copies of all Lien Waivers required to BSA during performance be provided per the Section titled “Liens”, and for as long as this Agreement requires. (c) If BSA finds the materials or work all other deliverables (including as-built drawings, warranties, spare parts, attic stock, and manuals) required to be defective, delivered per the SOW. 4.7.4 Contractor shall promptly repair notify Corporation when the SOW has been completed. If Corporation determines the SOW to have been performed to satisfaction, Corporation shall instruct Contractor to submit for final payment. If Company finds any defect or replace noncompliance with the SOW, it shall deliver a written notice to Contractor stating such materials defects or work noncompliance. Contractor shall remedy the issues identified as directed soon as possible at Contractor’s expense. Corporation’s acceptance and approval of SOW shall constitute “Final Acceptance” but shall not waive Contractor’s responsibility to correct defects in SOW identified by BSA Corporation at no increase any time in the agreement price. The future per the Section 4.8 Contractor shall bear deliver to Corporation an Unconditional Waiver and Release upon final payment in the transportation cost. If the form provided by California Civil Code Section 8138 on behalf of itself and every Contractor fails to act as directed party performing work under this Contract within 10 ten (10) days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost after receipt of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenfinal payment. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has If, after notification or incorrect execution of work as required by this agreement and the right Specifications of the Town of Dover for Right of Way Encroachment Permits, the APPLICANT fails to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) correct to the extent practicable at satisfaction of the Town Engineer all times conditions which in the judgment of the Town Engineer are incorrect for ongoing work, a full or part time inspector may be assigned to the project. His services and places including all material inspection charges shall be paid for by the period of manufactureAPPLICANT. Said charges are above and beyond fees required for the permit, and in any event which are meant to cover routine inspection. In such a case the applicant will be required to post a cash escrow with an amount equal to the estimated cost for the inspection, prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the proceeding with any additional work. If BSA performs tests or inspections on Should the contractor’s premises or that cost of a subcontractorinspection be anticipated at any time to exceed the amount remaining in the escrow account, the Contractor applicant shall furnishimmediately deposit a sufficient supplemental amount. Any unused portion of the said escrow account shall be refunded to the applicant as soon as practicable after final acceptance of the finished restoration by the Town Engineer. If, after notification, the APPLICANT fails to correct to the satisfaction of the Town Engineer all conditions which in the judgment of the Town Engineer are incorrect, the Town of Dover will take or have taken by others necessary corrective action, the charges for same to be collected from the calling of the Guarantee. Such action will in no way relieve the APPLICANT of any or all responsibility and/or liability. If it is necessary for the Town of Dover to pursue compliance before any court of law or administrative agency, the cost of same, including reasonable attorney’s, shall be borne by the applicant. Prior to being issued Individual Road Opening Permits, The APPLICANT shall furnish the required fee in an amount as indicated below: Encroachment Type ApplicationFee Excavating or disturbing the Public Street portion of the public right-of-way $200.00 Erecting or maintaining any post, sign, pole, fence, scaffolding, guard-rail, wall, pipe, conduit, well casing, cable, wire, communication service equipment, or cause to be furnishedother facility or structure on, all reasonable facilities and assistance for over, or under a public right-of-way, whether permanent or temporary, without excavating or disturbing the safe and convenient performance Public Street portion of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform the public right-of-way $150.00 Constructing, placing, or maintaining on, over, under, or within a public right-of-way, outside the limits of the Public Street, whether permanent or temporary, any test pathway, sidewalk, driveway, or inspection for other surfacing; any culvert or other surface drainage or subsurface drainage facility; or any pipe, conduit, well casing, cable, wire, communication service equipment or facility, or cable $100.00 Planting any tree, shrub, grass, or other growing thing, whether permanent or temporary, within the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilitypublic right-of-way $50.00 Constructing, nor impose liability on BSAplacing, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreementplanting, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform or maintaining any structure, embankment, excavation, tree, or other object, whether permanent or temporary, adjacent to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials public right-of-way which causes or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.cause an encroachment $50.00

Inspection and Acceptance. (a) BSA has the right All Supplies shall be subject to inspect inspection and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) by Buyer to the extent practicable at all times and places places, including the period of manufacture, and in any event before acceptance, without additional charge. b) Seller shall notify Buyer of nonconforming Supplies and make arrangements for approval of nonconforming material prior to acceptanceshipment. BSA Seller shall perform inspections provide right of access by the Buyer, its customer, and tests regulatory authorities to all facilities involved in a manner that will not unduly delay the workOrder and to all applicable records. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor Seller shall furnish, or cause flow down to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformitysub-tier suppliers such requirements. (bc) If BSA specifies an inspection system elsewhere [In case any Supplies or lots are defective in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to material or workmanship or otherwise not in conformity with the requirements of this AgreementOrder, Buyer shall have the right either to reject them (with or without instructions as to their disposition) or to require their correction or replacement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials Supplies or work lots that have been rejected or required to be defectivecorrected or replaced shall be removed, or, if permitted or required by Buyer, corrected in place by and at the Contractor shall expense of Seller promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written after notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender thereafter be tendered for acceptance corrected or rejected items or services without disclosing unless the former rejection or requirement of correction or replacement is disclosed. If Seller fails promptly to remove such Supplies or lots that are required to be removed, or promptly to replace or correct such Supplies or lots, Buyer may either (i) by contract or otherwise replace or correct such supplies and charge to Seller the total cost, or (ii) terminate this Order for correction, default. Xxxxxx agrees to respond in a timely manner to any and shall disclose the all requests for corrective action takenresulting from rejection of Seller's material. (de) BSA The inspection and test by Buyer of any Supplies or lots thereof does not relieve Seller from any responsibility regarding defects or other failures to meet the Order requirements that may be discovered before acceptance. f) Seller shall effect acceptance provide and maintain an adequate inspection system covering the Supplies. Record of all materials inspection work by the Seller shall be kept complete and services ordered hereunder within a reasonable time after delivery. Except available to Buyer during the performance of this Order or per the applicable Spartronics Procurement Standard referenced below, whichever is greater and for such longer period as otherwise provided for may be specified elsewhere in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudOrder.

Inspection and Acceptance. (a) BSA has All goods or services purchased hereunder are subject to inspection at Novavax' destination either before or after payment or before or after acceptance, at Novavax’ option. Novavax shall be under no duty to inspect goods prior to any processing or altering thereof. Novavax’ examination, processing, altering or otherwise dealing in goods shall not be deemed an acceptance of the goods which would in any matter limit or modify any rights of Novavax hereunder. Novavax reserves the right to inspect and test all items and reject goods or services (including, but which do not limited to, raw materials, components, intermediate assemblies and end products) to comply with the extent practicable at all times and places Purchase Order including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishexcess quantity, or cause non-compliance with Seller's warranties (express or implied). Rejected goods will be returned to be furnishedSeller for full credit or replacement at Novavax’ option and at Seller's risk and expense, all reasonable facilities including transportation and assistance for the safe and convenient freight insurance charges both ways. No replacement of rejected goods or re-performance of these duties at no additional cost rejected services shall be made unless agreed to BSAby Novavax in writing. BSA assumes no contractual obligation to perform Acceptance of any test part of the goods or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilitybind Novavax to accept future shipment of goods or performance of services, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, deprive it of the Contractor right to return goods or services already received but not accepted. Acceptance of all or any part of the goods or services shall provide and maintain such inspection system and deliver only those items and not waive Novavax’ right to cancel or return all or any portion of the goods or services that have been found because of failure to conform to the requirements this Purchase Order, or by reason of this Agreement. The Contractor shall maintain complete records defects, latent or patent, or other breach of all inspections and warranty, or to make them available any claim for damages, including manufacturing costs, damage to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defectivearticles caused by improper boxing, the Contractor crating or packing, and other incidental or consequential damages suffered by Novavax. Novavax shall promptly repair provide Seller with notification of any complaint, claim, notice of any defect, or replace notice of breach within thirty (30) days of Novavax’ awareness of such materials defect or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation costbreach. If the Contractor fails goods purchased under the Purchase Order are industry standard or “off the shelf” goods or services, Novavax reserves the right to act as directed return them to Seller for full refund within 10 thirty (30) days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance date of all materials and services ordered hereunder within a reasonable time after receipt of delivery. Except as otherwise provided for in this Agreement, acceptance Such rights shall be conclusive except as regards latent defects, fraud, cumulative and in addition to any other remedies provided by law or such gross mistakes as amount to fraudin equity.

Inspection and Acceptance. (a) BSA has the right to inspect Except as otherwise provided in this contract, inspection and test all items by the Government of material and services (includingworkmanship required by this contract shall be made at reasonable times and at the site of the work, but not limited tounless the Contracting Officer determines that such inspection or test of material which is to be incorporated in the work shall be made at the place of production, raw materialsmanufacture, componentsor shipment of such material. To the extent specified by the Contracting Officer at the time of determining to make off-site inspection or test, intermediate assemblies and end products) such inspection or test shall be conclusive as to whether the material involved conforms to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptancecontract requirements. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests Such off-site inspection or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityof responsibility for damage to or loss of the material prior to acceptance, nor impose liability on BSAin any way affect the continuing rights of the Government after acceptance of the completed work under the terms of paragraph (f) of this clause, for nonconformityexcept as hereinabove provided. (b) If BSA specifies an inspection system elsewhere in this AgreementThe Contractor shall, without charge, replace any material or correct any workmanship found by the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found Government not to conform to the requirements of this Agreementcontract requirements, unless in the public interest the Government consents to accept such material or workmanship with an appropriate adjustment in contract price. The Contractor shall maintain complete records of all inspections promptly segregate and make them available to BSA during performance and for as long as this Agreement requiresremove rejected material from the premises. (c) If BSA finds the materials Contractor does not promptly replace rejected material or work to be defectivecorrect rejected workmanship, the Government (1) may, by contract or otherwise, replace (d) The Contractor shall promptly repair or replace furnish promptly, without additional charge, all facilities, labor, and material reasonably needed for performing such materials or work safe and convenient inspection and test as directed may be required by BSA at no increase the Contracting Officer. All inspection and test by the Government shall be performed in such manner as not unnecessarily to delay the agreement pricework. Special, full size, and performance tests shall be performed as described in this contract. The Contractor shall bear be charged with any additional cost of inspection when material and workmanship are not ready at the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work time specified by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or its inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (de) BSA shall effect Should it be considered necessary or advisable by the Government at any time before acceptance of the entire work to make an examination of work already completed, by removing or tearing out same, the Contractor shall, on request, promptly furnish all materials necessary facilities, labor, and material. If such work is found to be defective or nonconforming in any material respect, due to the fault of the Contractor or his subcontractors, he shall defray all the expenses of such examination and of satisfactory reconstruction. If, however, such work is found to meet the requirements of the contract, an equitable adjustment shall be made in the contract price to compensate the Contractor for the additional services ordered hereunder within a reasonable time after delivery. Except as involved in such examination and reconstruction and, if completion of the work has been delayed thereby, he shall, in addition, be granted suitable extension of time. (f) Unless otherwise provided for in this Agreementcontract, acceptance by the Government shall be made as promptly as practicable after completion and inspection of all work required by this contract. Acceptance shall be final and conclusive except as regards latent defects, fraud, or such gross mistakes as may amount to fraud, or as regards the Government’s rights under any warranty or guarantee.

Inspection and Acceptance. (a) BSA has The SELLER shall provide and maintain an inspection system in accordance with sound business practice and as may be otherwise provided in this Contract. Records of all inspection work by the right SELLER shall be kept complete and available to inspect LOCKHEED XXXXXX during the performance of this Contract and for three (3) years after final payment, and in such manner as may be specified elsewhere in this Contract. (b) All material and workmanship furnished by the SELLER, its Subcontractors and suppliers shall be subject to inspection, examination and test all items and services (includingby LOCKHEED XXXXXX at reasonable times, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable practicable, during manufacture or construction and at any and all times places where such manufacture or construction is carried on. LOCKHEED XXXXXX may also inspect the plant or plants of the SELLER or of any of its Subcontractors and places including suppliers engaged in the period performance of manufacturethis Contract. The SELLER and its Subcontractors, without additional charge, shall provide promptly all reasonable data, facilities, labor, materials, and in any event prior to acceptanceassistance for LOCKHEED XXXXXX'x inspectors' performance of their duties. BSA shall perform All inspections and tests shall be performed in a such manner that will as not to unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor The SELLER shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no charged with any additional cost of inspection when materials and workmanship are not ready at the time specified for inspection. No inspection or test made prior to BSA. BSA assumes no contractual obligation to perform any test final inspection and acceptance shall relieve the SELLER from responsibility for defects or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s other failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to meet the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requiresContract. (c) Should it be considered necessary or advisable by LOCKHEED XXXXXX at any time before final acceptance of the entire Work to make an examination of work already completed, by removing or tearing out same, the SELLER shall upon request promptly furnish all necessary facilities, labor and material. If BSA finds the materials or work such Work is found to be defectivedefective or nonconforming in any material respect, the Contractor SELLER shall promptly repair or replace defray all the expenses of such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise examination and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takensatisfactory reconstruction. (d) BSA LOCKHEED XXXXXX shall effect have the right to reject defective material or workmanship or to require its correction. Rejected workmanship shall be immediately corrected and rejected material shall be immediately replaced with proper material at SELLER's sole expense. The SELLER shall promptly segregate and remove the rejected material from the premises. If the SELLER fails to proceed at once with the replacement of rejected material or the correction of defective workmanship, LOCKHEED XXXXXX may, at its sole discretion, (i) by contract or otherwise, replace such material or correct such workmanship and charge to the SELLER the cost occasioned LOCKHEED XXXXXX thereby; (ii) without further notice terminate this Contract for default, in accordance with the clause hereof titled "Termination for Default"; or (iii) require a reduction in price which is equitable under the circumstances. LOCKHEED XXXXXX may also charge the SELLER for any additional cost of inspection or test when prior rejection makes reinspection necessary. (e) When SELLER deems the Work finally complete, SELLER shall give LOCKHEED XXXXXX notice thereof in writing. After receipt of such notice, LOCKHEED XXXXXX will determine if the Work has been completed according to the terms of the Contract and, if so, will notify SELLER in writing of acceptance thereof as provided below. If the Work is incomplete, LOCKHEED XXXXXX will notify SELLER of the defects and/or omissions, and SELLER shall repeat the procedure stated herein until the Work has been completed and accepted. (f) Final acceptance of the Work will be confirmed by Letter of Acceptance issued by LOCKHEED XXXXXX promptly after being satisfied that all materials requirements of the Contract have been met, and services ordered hereunder within presentation of a reasonable time after delivery. Except as otherwise provided for complete and executed Final Release of All Claims against LOCKHEED XXXXXX and Waiver of Lien. (g) Nothing contained in this Agreement, acceptance clause shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudin any way restrict LOCKHEED XXXXXX'x rights under the clause hereof entitled "Warranty and Correction of Defects".

Inspection and Acceptance. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair or replace such materials or work as directed by BSA at pay all costs related to the preparation and shipping of DocuSign Envelope ID: 2ACCCABB-6861-448D-A210-420739EC0EE7 Product returned pursuant to the section. No Product shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. The contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed under the contract conforms to contract requirements. All work is subject to LCHA inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the contract. LCHA inspections and tests are for the sole benefit of the LCHA and do not (a1) BSA has relieve the Contractor of responsibility for providing adequate quality control measures; (2) relieve the Contractor of responsibility for loss or damage of the material before acceptance; (3) constitute or imply acceptance; or, (4) affect the continuing rights of the LCHA after acceptance of the completed work. The LCHA Has the right to inspect and test all items supplies, services, and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) construction required under this contract to the extent practicable at all times and places including during the period term of manufacture, and in any event prior to acceptancethe contract. BSA The LCHA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests any of the supplies, services, or inspections on the contractor’s premises or that of a subcontractorconstruction does not conform with contract requirements, the Contractor shall furnishLCHA may require the contractor to perform the work again in conformity with contract requirements, at no increase in the contract price. When defects cannot be corrected by re-performance, the LCHA may require the contractor to take necessary action to ensure That future performance conforms to contract requirements and reduce the contract price to reflect the reduced value of the work performed. If the contractor fails to perform promptly the required work or cause to be furnished, all reasonable facilities and assistance for take the safe and convenient necessary action to ensure future performance of these duties at no additional the contract in conformity with contract requirements, the LCHA may, by contract or otherwise, perform the work itself and charge the contractor any cost incurred that is directly related to BSAthe performance of the work or terminate the contract for default. BSA assumes no contractual obligation to perform any test The presence or inspection for absence of the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall LCHA Inspector does not relieve the Contractor from responsibilityany contract requirement, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, is the inspector authorized to change any term or condition of the specifications without the Contracting Officer’s written authorization. All instructions and approvals with respect to the work shall be given to the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to by the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requiresContracting Officer. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. a. Where an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. All Products are subject to inspection at reasonable times and places before Acceptance, which shall not be later than sixty (60) days after the date of delivery of the products to the Participating or Purchasing Entity. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. c. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re- performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. d. The warranty period shall begin upon Acceptance. e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair or replace such materials or work as directed by BSA at pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. Notwithstanding any prior inspection or payments, all goods and services delivered hereunder shall be subject to final inspection and acceptance or rejection by the State at any time within thirty (a30) BSA has days after delivery to the State. All items which are not in compliance with the specifications hereof, which are not as warranted or which are shipped late, shipped in excess or insufficient quantities or substituted for items ordered hereunder may be rejected by the State and returned or held at Seller's expense and risk. Payment shall not constitute an acceptance of the material nor impair the State's right to inspect or any of its remedies. INVOICES, PAYMENT AND SETOFF: The State shall have no obligation to pay for any item unless one original and test all items two copies of a correct invoice for the item are received at the address shown on the face of this Order. Payment is due 60 days from receipt of a correct invoice. Each invoice shall be printed on Sellers standard printed PO form and shall include at a minimum (i) the Order number, (ii) a unique invoice number, (iii) Seller's name and address, (iv) the nature of the invoiced charge, (v) the total invoiced amount, and (vi) such detail as is reasonably necessary to permit the State to evaluate the work completed and the services (includingperformed, but not limited toif any, raw materials, components, intermediate assemblies including without limitation the number of hours worked and end products) the applicable hourly rate. Amounts owed to the extent practicable State due to rejections of goods or services or discrepancies in said invoices will be, at all times the State's option, fully credited against future invoices payable by the State or paid by Seller within thirty (30) days from Sellers receipt of a debit memo or other written request for payment by the State. The State shall have the right at any time to set off any amount owing from Seller to the State AUDIT RIGHTS: Seller agrees to maintain records relating to performance and places including billing by Seller under this Order fora period of four (4) years after final payment under this Order. During the period of manufacture, and in any event prior time that Seller is required to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractorretain such records, the Contractor shall furnishState or its representative may, or cause to be furnishedduring normal business hours, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance extracts or copies of such records and other materials for as long as this Agreement requirespurposes of confirming the accuracy of invoices submitted hereunder. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has a. Except as otherwise provided, all material, workmanship, manufacture and fabrication of components shall be subject to inspection, examination and test by L3Harris at reasonable times during manufacture or construction and at any and all places where such manufacture or construction is carried on. L3Harris shall have the right to inspect reject or require correction of defective materials and test all items workmanship. Rejected workmanship shall be satisfactorily corrected and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) rejected material shall be satisfactorily replaced with proper material without charge to the extent practicable at all times and places including the period of manufactureL3Harris therefore, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in segregate and remove the agreement price. The Contractor shall bear rejected material from the transportation costpremises. If the Contractor fails to act as directed within 10 days from BSA’s written noticeproceed at once with the replacement of rejected material or the correction of defective workmanship, BSA may repair L3Harris may, by Contract or otherwise, replace such materials material or work correct such workmanship and charge the cost thereof directly or by contract setoff to the Contractor, or otherwise and assess may terminate the right of the Contractor to proceed as provided in the excess cost it incurred as a result and/or terminate Clause of this Contract entitled 'Termination for Default,' and in the latter case the Contractor and surety shall be liable for defaultany damage to the same extent as provided in said Clause for terminations thereunder. b. The Contractor shall furnish promptly without additional charge all reasonable facilities, labor and materials necessary for the safe and convenient inspections and tests that may be required by L3Harris. If All inspections and tests by L3Harris shall be performed in such manner as not to unduly delay the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspectionwork. The Contractor shall be charged with any additional cost of inspection when materials and workmanship are not tender ready at the time specified for acceptance corrected inspection. Any subsequent re-inspection which is required due to Contractor failing initial testing or rejected items or services without disclosing inspection shall be charged to the former rejection or requirement for correction, and shall disclose the corrective action takenContractor. (d) BSA shall effect c. Should it be considered necessary or advisable by L3Harris at any time before final acceptance of the entire work to make an examination of work already completed, by removing or tearing out same, the Contractor shall, upon request, promptly furnish all materials necessary facilities, labor and services ordered hereunder within a reasonable time after deliverymaterial. Except as otherwise If such work is found to be defective or nonconforming in any material respect, due to the fault of the Contractor or its Subcontractor, the Contractor shall defray all the expenses of such examination and of satisfactory reconstruction. All such work found nondefective and conforming shall be reinstalled and an equitable adjustment for the necessary time, labor and material provided for reconstruction by the Contractor. d. Nothing contained in this Agreement, acceptance Clause shall in any way restrict L3Harris' rights under the Clause hereof entitled 'Warranty and Correction of Defects.' Acceptance shall be final and conclusive except as regards for latent defects, fraud, or such gross mistakes as amount amounting to fraud.

Inspection and Acceptance. (a) BSA has the right to inspect STATE and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable its authorized representative shall at all times be allowed access to all parts of the Operations and places including Areas of Operations of PURCHASER, as STATE may determine to be necessary or desirable to make a complete and detailed inspection of the period Operations and PURCHASER’s compliance with all terms and conditions of manufacturethis Contract. STATE shall be furnished operation progress status or other information and assistance by PURCHASER, or the Authorized Representative(s), as STATE may determine necessary to permit STATE to verify PURCHASER's compliance with all terms and conditions of this Contract. PURCHASER shall notify STATE in writing upon completion of all Operations. STATE will inspect the Operations completed by PURCHASER within20 business days after receipt of written notification that Operations are complete. Following inspection, STATE shall notify PURCHASER in writing of STATE’s acceptance of PURCHASER's performance of the Contract or, if PURCHASER’s Operations are not acceptable to STATE, shall advise PURCHASER in writing of the particular defects to be remedied before final acceptance by STATE can be granted. Section 1320. Assignment of Contract. PURCHASER shall not assign, sell, transfer rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written consent of the STATE. Any attempt by PURCHASER to assign, sell, delegate, or transfer its interest in this Contract without such consent will be void and of no force or effect. STATE will consent only when assignment is consistent with STATE's fiduciary duties and within the best interests of STATE. No such written approval shall relieve PURCHASER of any obligations under this Contract, and any transferee shall be considered the agent of the PURCHASER and bound to perform in accordance with the Contract. PURCHASER shall remain liable as between the original parties to the Contract as if no assignment, transfer, sale, subcontract, or delegation had occurred. The provisions of this Contract will be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. PURCHASER agrees to pay STATE a $250 administrative fee for processing each assignment, transfer, sale, or delegation. Section 1325. Subcontracting. PURCHASER acknowledges and agrees that if PURCHASER subcontracts all or any part of the Operations, such subcontracting shall in no way relieve PURCHASER of any obligations under this Contract. PURCHASER shall notify STATE in writing of the names and addresses of each subcontractor prior to the commencement of any Operations work by the subcontractor. PURCHASER shall take all reasonable steps to cause its contractor(s), if any, to indemnify, defend, save and hold harmless STATE and its officers, employees, and agents (“Indemnitee”) from and against any and all Claims and Losses arising from a tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of PURCHASER’S contractor or any of the officers, agents, employees, assignees, or subcontractors of the contractor. It is the specific intention of the Parties that the Indemnitee shall, in all instances, except for Claims or Losses arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by contractor from and against any and all Claims and Losses. PURCHASER shall include in any event prior subcontract under this Contract provisions to acceptance. BSA shall perform inspections and tests in a manner ensure that STATE will not unduly delay receive the work. If BSA performs tests or inspections on benefit of subcontractor’s performance as if the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformitysubcontractor were PURCHASER. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. A. All work ordered hereunder and applicable records will be subject to inspection, testing, and/or verification (aincluding production process verification) BSA has at the Seller’s or lower-tier Subcontractor’s plant by Buyer. Notwithstanding prior testing and inspections at Seller’s plant, all articles will be subject to final acceptance at Buyer’s plant. B. The Seller shall provide and maintain a quality control and inspection system as part of a Quality Management System acceptable to Buyer, but approval of this system does not relieve the Seller of the obligation to perform complete, adequate, and additional testing. Buyer reserves the right to inspect inspect, test, and test all items and services (includingcount, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of whether during or after manufacture, . The Seller shall provide and in any event prior shall require subcontractors to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of Buyer’s inspection and resident personnel in furtherance of the performance of these duties their duties. Buyer reserves the right to reject any or all lots of materials when samples drawn are at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for variance with the Contractor’s benefit unless specifically provisions set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityherein. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those C. Rejected items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work may, at Xxxxx’s sole discretion and option, be returned to be defective, Seller at Seller’s expense for outbound and inbound shipments with risk of loss or damage upon the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraudSeller, or such items or work may be accepted with an equitable adjustment in price. Upon rejection, Seller shall immediately refund previous payments which Xxxxx made or issue a credit memorandum for rejected items, whichever Buyer, at its sole discretion, may direct. Seller shall not resubmit rejected items for acceptance without a concurrent notice of the prior rejection. D. If, after notice by Xxxxx, the Seller fails to promptly replace or correct any rejected item, Buyer may (1) replace or correct such item, and charge to the Seller the cost incurred by Buyer thereby, or may (2) without further notice, terminate this Purchase Order, declaring default, in accordance with Clause 7, entitled "Default”. E. Responsibility for, and risk of, loss and damage to items to be delivered by Seller hereunder shall be upon Seller until final acceptance, except for loss or damage arising from gross mistakes as amount to fraudnegligence of Buyer.

Inspection and Acceptance. (a) BSA has The SELLER shall provide and maintain an inspection system in accordance with sound business practice and as may be otherwise provided in this Contract. Records of all inspection work by the right SELLER shall be kept complete and available to inspect LOCKHEED XXXXXX during the performance of this Contract and for three (3) years after final payment, and in such manner as may be specified elsewhere in this Contract. (b) All material and workmanship furnished by the SELLER, its Subcontractors and suppliers shall be subject to inspection, examination and test all items and services (includingby LOCKHEED XXXXXX at reasonable times, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable practicable, during manufacture or construction and at any and all times places where such manufacture or construction is carried on. LOCKHEED XXXXXX may also inspect the plant or plants of the SELLER or of any of its Subcontractors and places including suppliers engaged in the period performance of manufacturethis Contract. The SELLER and its Subcontractors, without additional charge, shall provide promptly all reasonable data, facilities, labor, materials, and in any event prior to acceptanceassistance for LOCKHEED XXXXXX'x inspectors' performance of their duties. BSA shall perform All inspections and tests shall be performed in a such manner that will as not to unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor The SELLER shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no charged with any additional cost of inspection when materials and workmanship are not ready at the time specified for inspection. No inspection or test made prior to BSA. BSA assumes no contractual obligation to perform any test final inspection and acceptance shall relieve the SELLER from responsibility for defects or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s other failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to meet the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requiresContract. (c) Should it be considered necessary or advisable by LOCKHEED XXXXXX at any time before final acceptance of the entire Work to make an examination of work already completed, by removing or tearing out same, the SELLER shall upon request promptly furnish all necessary facilities, labor and material. If BSA finds the materials or work such Work is found to be defectivedefective or nonconforming in any material respect, the Contractor SELLER shall promptly repair or replace defray all the expenses of such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise examination and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takensatisfactory reconstruction. (d) BSA LOCKHEED XXXXXX shall effect have the right to reject defective material or workmanship or to require its correction. Rejected workmanship shall be immediately corrected and rejected material shall be immediately replaced with proper material at SELLER's sole expense. The SELLER shall promptly segregate and remove the rejected material from the premises. If the SELLER fails to proceed at once with the replacement of rejected material or the correction of defective workmanship, LOCKHEED XXXXXX may, at its sole discretion, (i) by contract or otherwise, replace such material or correct such workmanship and charge to the SELLER the cost occasioned LOCKHEED XXXXXX thereby; (ii) without further notice terminate this Contract for default, in accordance with the clause hereof titled "Termination for Default"; or (iii) require a reduction in price which is equitable under the circumstances. LOCKHEED XXXXXX may also charge the SELLER for any additional cost of inspection or test when prior rejection makes reinspection necessary. (e) When SELLER deems the Work finally complete, SELLER shall give LOCKHEED XXXXXX notice thereof in writing. After receipt of such notice, LOCKHEED XXXXXX will determine if the Work has been completed according to the terms of the Contract and, if so, will notify SELLER in writing of acceptance thereof as provided below If the Work is incomplete, LOCKHEED XXXXXX will notify SELLER of the defects and/or omissions, and SELLER shall repeat the procedure stated herein until the Work has been completed and accepted. (f) Final acceptance of the Work will be confirmed by Letter of Acceptance issued by LOCKHEED XXXXXX promptly after being satisfied that all materials requirements of the Contract have been met, and services ordered hereunder within presentation of a reasonable time after delivery. Except as otherwise provided for complete and executed Final Release of All Claims against LOCKHEED XXXXXX and Waiver of Lien. (g) Nothing contained in this Agreement, acceptance clause shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudin any way restrict LOCKHEED XXXXXX'x rights under the clause hereof entitled "Warranty and Correction of Defects".

Inspection and Acceptance. Seller will notify Buyer in writing at least ten (a10) BSA has business days before the date the Aircraft will be tendered for Buyer’s inspection and acceptance in the condition required by this Agreement. Once notified, Buyer will complete its inspection no later than ten (10) business days after the Aircraft is tendered by Seller in the condition required by this Agreement or such longer duration as Buyer may reasonably require if Buyer in good faith believes that such extension is necessary to confirm that there is no defect in the Aircraft. As part of its inspection, Buyer shall be entitled to participate in a cold soak flight test under Seller’s command and control of no more than six (6) hours to verify that the Aircraft complies with the Specification and all of the requirements set out in this Agreement and that all of the Aircraft systems and equipment are functioning properly. Buyer shall be entitled to have up to four (4) representatives participate in the flight test and all discrepancies noted during such inspection shall be documented on Seller’s standard “Squawk List.” Seller will correct all such discrepancies to Buyer’s reasonable satisfaction at no cost to Buyer. Following Seller’s correction of such discrepancies, Buyer may re-inspect the Aircraft, including performing a reasonable test flight if required to confirm the correction of the discrepancies to Buyer’s reasonable satisfaction. It is understood that all flights performed prior to the Delivery Date shall be at Seller’s sole expense. All discrepancies which Buyer agrees that Seller may correct after the Delivery Date shall be corrected in accordance with a schedule which is mutually satisfactory to both parties, provided that Buyer shall have the right to inspect require the correction of all discrepancies and test all airworthiness related items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) prior to the extent Delivery Date. In the event Buyer elects to defer the correction of any such discrepancies until after the Delivery Date, they shall be corrected as soon as practicable at and in all times and places including events not later than six (6) months after Buyer’s acceptance of the period of manufactureAircraft unless expressly agreed to by both parties, and all costs and expenses of correcting such discrepancies (including test flight costs as described above, if any) shall be at Seller’s sole expense. Acceptance of the Aircraft will be evidenced by Buyer’s execution of a Memorandum of Outfitted Delivery attached hereto as Exhibit 7 which acknowledges that the Aircraft has been inspected and found to be in any event prior to acceptance. BSA shall perform inspections compliance with the terms and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections conditions of this Purchase Agreement except for discrepancies noted on the contractor’s premises or that of a subcontractor, “Squawk List” which Buyer agrees to permit Seller to correct after the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityDelivery Date. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. A. All work ordered hereunder and applicable records will be subject to inspection, testing, and/or verification (aincluding production process verification) BSA has at the Seller’s or lower-tier Subcontractor’s plant by Buyer. Notwithstanding prior testing and inspections at Seller’s plant, all articles will be subject to final acceptance at Buyer’s plant. B. The Seller shall provide and maintain a quality control and inspection system as part of a Quality Management System acceptable to Buyer, but approval of this system does not relieve the Seller of the obligation to perform complete, adequate, and additional testing. Buyer reserves the right to inspect inspect, test, and test all items and services (includingcount, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of whether during or after manufacture, . The Seller shall provide and in any event prior shall require subcontractors to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of Buyer’s inspection and resident personnel in furtherance of the performance of these duties their duties. Buyer reserves the right to reject any or all lots of materials when samples drawn are at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for variance with the Contractor’s benefit unless specifically provisions set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityherein. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those C. Rejected items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work may, at Buyer’s sole discretion and option, be returned to be defective, Seller at Seller’s expense for outbound and inbound shipments with risk of loss or damage upon the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraudSeller, or such items or work may be accepted with an equitable adjustment in price. Upon rejection, Seller shall immediately refund previous payments which Xxxxx made or issue a credit memorandum for rejected items, whichever Buyer, at its sole discretion, may direct. Seller shall not resubmit rejected items for acceptance without a concurrent notice of the prior rejection. D. If, after notice by Xxxxx, the Seller fails to promptly replace or correct any rejected item, Buyer may (1) replace or correct such item, and charge to the Seller the cost incurred by Buyer thereby, or may (2) without further notice, terminate this Purchase Order, declaring default, in accordance with Clause 7, entitled "Default”. E. Responsibility for, and risk of, loss and damage to items to be delivered by Seller hereunder shall be upon Seller until final acceptance, except for loss or damage arising from gross mistakes as amount to fraudnegligence of Buyer.

Inspection and Acceptance. (a) BSA a. The acceptance criteria and procedures specified in the Statement of Work or as otherwise agreed upon in writing by the Parties shall apply provided that DI’s final acceptance of Subcontractor’s goods, services, and/or deliverables shall not occur until Client’s final acceptance of the same. DI has the right right, at all reasonable times and places, to inspect or otherwise evaluate the goods, services, and/or deliverables, to be delivered under this Agreement. If any inspection or evaluation is made by DI on the premises of the Subcontractor, the Subcontractor shall provide all reasonable facilities and test all items assistance for the safety and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to convenience of DI in the extent practicable at all times and places including the period performance of manufacture, and in any event prior to acceptancetheir duties. BSA shall perform All inspections and tests evaluations shall be performed in such a manner that as will not unduly delay the work. If BSA performs tests The inspection by DI of any portion or inspections on aspect of Subcontractor’s work does not relieve the contractor’s premises Subcontractor of responsibility for any deficiencies or nonconformance or other failures to meet Agreement and/or Purchase Order requirements, terms, and conditions. b. Before making payment to Subcontractor for any goods, services, and/or work products delivered under this Agreement, DI must accept all goods, services, and/or work products delivered by Subcontractor under this Agreement to acknowledge that the goods, services, and/or work products conform with Agreement quality and quantity requirements. Acceptance will take place at the time of a subcontractor, the Contractor shall furnishdelivery, or cause after delivery if necessary, at the place identified in this contract. DI shall evidence its acceptance of delivered goods and/or services by providing the Subcontractor with an acceptance certificate. Title to be furnishedgoods delivered under this Agreement shall pass to DI upon issuance of an acceptance certificate to Subcontractor. c. If, all reasonable facilities in DI’s sole judgement, any of the delivered goods, services, and/or work products do not conform with the requirements, terms, or conditions of this Agreement and/or of the Purchase Order ordering those goods and/or services, DI may require the Subcontractor to deliver the goods and/or services again in conformity with such requirements, terms, and assistance for the safe and convenient performance of these duties conditions, at no additional cost to BSADI. BSA assumes no contractual obligation When any defects in goods, services, and/or work products cannot be corrected by Subcontractor, DI may (i) reduce any amount payable under the Agreement to perform any test or inspection reflect the reduced value of the goods, services, and/or work products delivered, (ii) require the Subcontractor to take necessary action to ensure future performance conforms to Agreement and/and Purchase Order requirements, terms, and conditions, and/or (iii) terminate the Agreement for the Contractordefault and order replacement goods, services, and/or work products from another provider. d. DI’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure rights to inspect the items and accept goods, services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as and/or work products delivered under this Agreement requires. (c) If BSA finds extend to USAID and the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation costUS Government. If the Contractor fails to act as directed within 10 days from BSA’s written noticegood, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result services, and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessarydeliverables are donated, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraudtransferred, or such gross mistakes assigned to a beneficiary under DI’s Prime Contract, then DI’s rights to inspect and accept goods, services, and/or work products delivered under this Agreement as amount well as all warrantees or guarantees made to fraudDI regarding those goods, services, and/or work products will be transferred to said beneficiary.

Inspection and Acceptance. E.1 Clause 2-5A, Inspection of Products: Inspection of Products (APR 2013) (a) BSA The contractor shall use and maintain a written inspection or quality control system acceptable to the judiciary for the products under this contract. The contractor shall tender to the judiciary for acceptance only products which have been inspected in accordance with the acceptable inspection system and have been found by the contractor to be in conformity with contract requirements. As part of the system, the contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the judiciary during contract performance and for at least three years after acceptance. The judiciary has the right to evaluate the acceptability and effectiveness of the contractor's inspection system before award and during contract performance. This evaluation may be used to determine the extent of judiciary inspection and testing, but this does not waive its right to inspect and test all items. The right of review, whether exercised or not, does not relieve the contractor of the obligations under the contract. (b) The judiciary has the right to inspect and test all items and services (includingproducts provided under this contract, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable practicable, at all times and places places, including the period of manufacture, and in any event prior to before acceptance. BSA shall The judiciary will perform inspections and tests in a manner that will not unduly delay the work. The judiciary assumes no contractual obligation to perform any inspection and test for the benefit of the contractor unless specifically set forth elsewhere in this contract. (c) If BSA requested by the judiciary, the contractor shall provide all reasonable facilities and assistance to the judiciary inspectors. If the judiciary performs inspections or tests or inspections on the contractor’s premises of the contractor or that of a subcontractor, the Contractor contractor shall furnish, or cause and shall require subcontractors to be furnishedfurnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties duties. Except as otherwise provided in the contract, the judiciary shall bear the expense of judiciary inspections or tests made at no additional other than the contractor's or subcontractor's premises; provided, that in case of rejection, the judiciary shall not be liable for any reduction in the value of inspection or test samples. (d) The judiciary may require the contractor to correct or replace any products that fail to comply with the requirements of this contract. Products are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The judiciary may reject nonconforming supplies with or without disposition instructions. Upon determining that the products are nonconforming, the judiciary may, at its discretion: (1) require replacement or correction of the defective products; (2) acquire replacement products from another source, and charge the contractor for any costs incurred by the judiciary; or (3) accept the nonconforming products at a reduced price. (e) The contractor shall remove supplies rejected or required to be corrected. However, the contracting officer may require or permit correction in place, promptly after notice, by and at the expense of the contractor. Corrected or replaced products may not be tendered again unless the former tender and the requirement for correction or replacement are disclosed. (f) If the contractor fails to proceed with reasonable promptness to remove, replace or correct rejected products, the judiciary may: (1) by contract, or otherwise, remove, replace, or correct the products and charge the cost to BSAthe contractor; or (2) terminate this contract for default. (g) If the contractor does not correct or replace the products within the contract delivery schedule, the contracting officer may require an equitable price reduction as consideration for late delivery. (h) Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract. (i) The contracting officer may require a price reduction for consideration for any judiciary costs incurred for: (1) the total time, including round-trip travel time, lost by judiciary representatives when the contractor is not ready for inspection at the time inspection and testing is requested by the judiciary; and (2) the total time, including round-trip travel time, required by judiciary representatives for reinspection and retesting necessitated by rejection. E.2 Clause 2-5B, Inspection of Services Inspection of Services (APR 2013) (a) The contractor shall provide and maintain an inspection system acceptable to the judiciary covering the performance of services under this contract. BSA assumes no contractual obligation Complete records of all inspection work performed by the contractor shall be maintained and made available to perform any test or inspection the judiciary during contract performance and for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityat least three years after acceptance. (b) If BSA specifies an inspection system elsewhere in The judiciary has the right to inspect and test all services provided under this Agreementcontract, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements extent practicable, at all times and places during the term of this Agreementthe contract. The Contractor shall maintain complete records of all judiciary will perform inspections and make them available to BSA during performance and for as long as this Agreement requirestests in a manner that will not unduly delay the work. (c) If BSA finds the materials judiciary performs inspections or work to be defectivetests on the premises of the contractor or a subcontractor, the Contractor contractor shall promptly repair or replace such materials or work as directed by BSA furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise safe and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost convenient performance of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenthese duties. (d) BSA shall effect acceptance If any of all materials the services do not conform with contract requirements, the judiciary may require the contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the services cannot be corrected by re-performance, the judiciary may: (1) require the contractor to take necessary action to ensure that future performance conforms to contract requirements; and (2) reduce the contract price to reflect the reduced value of the services performed. (e) If the contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the judiciary may: (1) by contract or otherwise, obtain performance of the services and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided charge to the contractor any cost incurred by the judiciary that is directly related to the performance of such service; or (2) terminate the contract for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to frauddefault.

Inspection and Acceptance. (a) BSA has the right a. All work including any services under this Purchase Order shall be subject to inspect inspection and test all items and services (includingby Xxxxxx and/or the Government, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including during the period of manufactureperformance, and in any event prior to final acceptance. BSA Seller shall perform inspections provide and tests in a manner that will not unduly delay maintain an inspection system acceptable to Xxxxxx and the workGovernment covering all work hereunder. Xxxxxx and the Government, through any authorized representative, may inspect the plant or plants of Seller or any of its Subcontractors or lower-tier Subcontractors hereunder. If BSA performs tests any inspection or inspections test is made by Xxxxxx or the Government on the contractor’s premises of Seller or that of a subcontractorits Subcontractors or lower-tier Subcontractors, the Contractor Seller shall furnish, or cause provide and shall require such Subcontractors to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of the inspectors in the performance of these duties at no additional cost to BSAtheir inspection duties. BSA assumes no contractual obligation to perform any test or All inspections and tests shall be performed in such manner as shall not unduly delay the work. Final inspection for the Contractor’s benefit unless specifically and acceptance by Xxxxxx shall be made as promptly as practicable after delivery. The time and place of delivery, final inspection, and acceptance shall be as set forth elsewhere in this Agreement. BSA’s failure to inspect the items Purchase Order. b. Seller warrants that the supplies and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere used or delivered in performance of this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to Purchase Order will conform to the applicable drawings, specifications, or other requirements of this AgreementPurchase Order, that the supplies delivered hereunder will be of good quality, material, and workmanship, merchantable and free of defects and that the services provided hereunder will be performed in a workmanlike manner and to the highest standards of the industry. c. At any time during performance of this Purchase Order, and for a period of twelve (12) months after the date of final acceptance of all articles and services called hereunder, Xxxxxx may require Seller to remedy by correction or replacement, as directed by Xxxxxx, any failure by Seller to comply with its obligations under Paragraph b. hereof. Regardless of the allowability of replacement or correction costs, Seller shall be paid no additional fee for such costs. Corrected articles shall not be tendered thereafter for acceptance unless the former requirement of correction is disclosed. If Seller fails to proceed with reasonable promptness to perform such replacement or correction, Xxxxxx (1) may, by contract or otherwise, perform such replacement or correction and charge to Seller any increased cost occasioned Xxxxxx thereby, or may reduce any fee payable under this Purchase Order (or require repayment of any fee theretofore paid) in such amount as may be equitable under the circumstances; or (2) in the case of articles not delivered, may require the delivery of any such articles, and shall have the right to reduce any fee payable under this Purchase Order (or to require repayment of any fee theretofore paid) in such amount as may be equitable under the circumstances; or (3) may terminate this Purchase Order for default. The Contractor foregoing remedies shall maintain complete in no way preclude or prejudice the exercise of any other right or remedy that Xxxxxx may have at law or in equity. d. Notwithstanding Paragraph c. above, Xxxxxx may at any time require Seller to remedy, by correction or replacement, without cost to Xxxxxx, nonconforming supplies or services if the nonconformance is due to (1) fraud, lack of good faith, or willful misconduct on the part of Seller or its employees or representatives or (2) the conduct of one or more of the Seller’s employees selected or retained by the Seller after Seller’s managerial personnel had reasonable grounds to believe the employee was habitually careless or unqualified. e. Corrected articles or articles tendered as replacement shall be subject to the provisions of this clause in the same manner and to the same extent as articles originally delivered under this Purchase Order. f. Seller shall make its records of all inspections and make them inspection work available to BSA Xxxxxx and/or the Government during the performance of this Purchase Order and for such longer period as long as this Agreement requiresmay be specified in the Purchase Order. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. g. Except as otherwise provided for in this Agreementthe Purchase Order, acceptance Seller’s obligation to correct or replace customer-furnished property (which is property in the possession of or acquired directly by Xxxxxx or the Government and delivered or otherwise made available to Seller) shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount governed by the provisions of the clause of this Purchase Order pertaining to fraudcustomer/Government property.

Inspection and Acceptance. (a) BSA has the right to Avanade may inspect and test all items the Products and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to Services at any time at the extent practicable at all times and places including the period place of manufacture, and in any event prior to shipment and upon receipt or at such time or place as it shall choose, notwithstanding its having paid for the Products and Services prior to inspection. Products and Services shall be subject to final inspection and acceptance at Avanade’s or its Affiliates’ facility. Payment for Products and Services ordered hereunder shall not constitute acceptance. BSA Products and Services shall perform inspections and tests in a manner that will be deemed accepted by Avanade if Avanade has not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that given notice of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after deliveryreceipt of the Products at Avanade’s facilities or performance of the Services (but in any event not less than thirty (30) days after receipt of the Products at Avanade’s facilities or performance of the Services), except that no acceptance shall be deemed effective with respect to latent defects (whether or not known by the Vendor). Except as otherwise provided for The process of inspection shall neither be deemed to constitute acceptance of the Products and Services nor shall it be deemed a waiver of any of Avanade’s rights and remedies under applicable law. Failure to inspect the Products and Services shall not be deemed to constitute: (a) acceptance of any Products and Services with latent defects; or (b) waiver of any of Avanade’s rights or remedies arising by virtue of any defect or nonconformance. Avanade’s failure to specify any defect or nonconformance in rejecting any or all of the Products and Services shall not prevent Avanade from relying on such defect or nonconformance to establish a failure of the Products and Services to conform to warranties specified in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, to generally accepted industry standards for similar Products or to justify rejection. Vendor agrees to permit Avanade to have access to the Vendor’s facilities at all reasonable times for the purpose of inspecting the Products or Services set forth in the Purchase Order or work in process for production of such gross mistakes as amount Products or Services and/or audit including but not limited to fraudaudits necessary to comply with applicable laws or verification of any certifications required by Avanade.

Inspection and Acceptance. (a) BSA has Buyer shall have the right to request and pre-test any samples of the Materials available prior to lot shipment by Seller to Buyer. Within [*] after receipt of any delivery of the Materials, Buyer shall inspect and test all items conduct Functional Testing on such delivered Materials to determine whether the Materials meet the warranties contained in Section 2. If, based on such inspection and services testing, Buyer finds more than [*] of the Materials are defective (including, but not limited to, raw materials, components, intermediate assemblies and end productsthe “Acceptable Quality Limit”) to the extent practicable at all times and places including the period of manufacture, and in any event prior one particular lot shipment, Buyer shall have the right to acceptancereject the entire lot shipment. BSA shall perform inspections and tests If the number of defective items of Materials falls below the Acceptable Quality Limit in a manner that will not unduly delay particular lot shipment, Buyer shall reject only the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the specific items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective. Any rejection by Buyer due to failure to meet the [*] Certain information on this page has been omitted and filed separately with the Securities & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. warranties contained in Section 2, including functional product specifications, must be in writing, and if such written notice is not received within such [*] period, then Buyer is deemed to have accepted that particular shipment of Materials. If Seller disputes a Buyer’s rejection in good faith under this Section 5, the Contractor dispute shall promptly repair be submitted to an arbitrator in accordance with Section 14.11. If Seller does not dispute Buyer’s rejection, or if the arbitrator determines in accordance with Section 14.11 that such rejection is proper, Seller will replace such materials rejected shipment of Materials or work as directed refund to Buyer any sums paid therefor. In addition, Seller shall be responsible for the costs of all freight and shipping of the Materials back to Seller pursuant to a valid rejection by BSA at no increase Buyer in accordance with this Section. Seller shall not be obligated to replace any Materials hereunder if the agreement priceMaterials’ nonconformance was caused by Buyer’s misuse, neglect, or improper storage. The Contractor remedies provided in this Agreement are Buyer’s exclusive remedies for any failure of Seller to comply with the warranties contained in Section 2. Such remedies shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance constitute complete fulfilment of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for such liabilities of Seller whether the claims of Buyer are based in this Agreementcontract, acceptance shall be conclusive except as regards latent defects, fraudin tort (including negligence or strict liability), or such gross mistakes as amount to fraudotherwise.

Inspection and Acceptance. (a) BSA A. Contractor shall: 1. Maintain an adequate inspection system and perform such inspections as will assure Work will be free from defects and otherwise conform to Agreement requirements; and 2. Maintain and make available to Owner adequate records of such inspections. B. Contractor shall: 1. Be responsible for notifying the appropriate city, county or other inspection agency whenever the Work has advanced to the right point at which an inspection is required under this Agreement, or any applicable law or ordinance; 2. Have the Work ready for inspection upon arrival of such inspectors; and 3. Notify Owner in advance, when possible, of inspectors' arrival. C. All material and workmanship shall be subject to inspect inspection and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable by Owner at all reasonable times and places places, including the period of manufacture, manufacture or performance and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformitySubcontractors. D. No inspector (bother than Owner's Representative) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found is authorized to conform to the change any requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) E. Neither the presence nor absence of an inspector, nor any inspection or test performed, nor any failure to discover defective or nonconforming Work shall relieve Contractor of any requirement of this Agreement. F. If BSA finds the materials or work specifications call for the Work to be defectivecovered or buried (as in the case of certain conduit or pipes), Contractor shall, at no cost to Owner, uncover or remove such portion of the Work as may be necessary if Contractor covered or buried the Work prior to Owner's having fully inspected and approved the Work. G. Contractor shall, at no cost to Owner, promptly replace any material and correct any workmanship found to be defective or otherwise not in conformity with the Agreement requirements, unless Owner consents in writing to accept such material or workmanship with an appropriate adjustment in the Agreement price, in which event, the Agreement shall be modified in writing accordingly. Contractor shall promptly repair segregate and remove rejected material from the site. H. If Contractor does not promptly replace rejected material or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written noticecorrect rejected workmanship, BSA may repair or replace such materials or work Owner may: (1) by contract or otherwise otherwise, replace such material or correct such workmanship and assess charge the cost thereof to Contractor; or (2) terminate or cancel Contractor's right to proceed in accordance with the “Cancellation for Default–Damages for Delay" clause herein. I. Contractor shall furnish all facilities reasonably needed for such inspection and test as may be performed by Owner. All inspection and test by Owner shall be performed in such a manner as to prevent unnecessary delay to the excess Work. Contractor shall be charged with any additional cost it incurred as a result and/or terminate of inspection if the Contractor for default. If the Contractor Work is not ready for inspection at the time stated or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenadvised by Contractor. (d) BSA shall effect J. Should Owner consider it necessary at any time before acceptance of all materials Work to examine the Work already completed, by removing or tearing out same, Contractor shall, on request, promptly furnish all necessary facilities, labor and services ordered hereunder within material. If such Work is found to be defective or nonconforming in any material respect due to the fault of Contractor or its Subcontractors, Contractor shall defray all the expenses of such examination and of satisfactory reconstruction. If, however, such Work is found to meet the requirements of the Agreement, an equitable adjustment shall be made in the Agreement price to compensate Contractor for the additional Work involved in such examination and reconstruction and, if completion of the Work has been delayed thereby, Contractor shall, in addition, be granted a reasonable suitable extension of time after delivery. Except as and the Agreement shall be modified in writing accordingly. K. Unless otherwise provided for in this Agreement, final acceptance by Owner shall be made as promptly as practicable after completion and inspection of all Work required by this Agreement. Final acceptance shall be conclusive except as regards latent defects, fraudgross negligence, fraud or such gross mistakes as may amount to fraud, and except as regards Owner's rights under the “Warranty" clause or under any other warranty or guarantee made or given in connection with this Agreement.

Inspection and Acceptance. (a) BSA has a. Where the right Master Agreement or an Order does not otherwise specify a process b. All Products are subject to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable inspection at all reasonable times and places including the period of manufacture, and in any event prior to acceptancebefore Acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishprovide right of access to the Lead State, or cause to be furnishedany other authorized agent or official of the Lead State or other Participating or Purchasing Entity, all at reasonable facilities times, in order to monitor and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. BSA’s failure Products that do not meet specifications may be rejected. Failure to inspect the items and services shall reject upon receipt, however, does not relieve the Contractor from responsibilityof liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, nor impose liability on BSAand the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for nonconformitywhich Acceptance is revoked. (b) c. If BSA specifies an inspection system elsewhere in this Agreementany Products or Services performed do not conform to Master Agreement requirements, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, Purchasing Entity may require the Contractor shall promptly repair or replace such materials or work as directed by BSA to provide the Products and/or perform the Services again in conformity with Master Agreement requirements, at no increase in Order amount. When defects cannot be corrected by re‐performance, the agreement pricePurchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to Master Agreement requirements; and reduce the Master Agreement price to reflect the reduced value of the Products provided and/or the Services performed. d. The warranty period shall begin upon delivery except as otherwise set forth in a statement of work. e. Acceptance Testing may be explicitly set out in a Scope of Work (“SOW”) to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement or SOW for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. Unless otherwise set forth in a SOW, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor shall bear certifies that the transportation costProduct is ready for Acceptance Testing. If the Contractor fails to act as directed within 10 days from BSA’s written noticeProduct does not meet the standard of performance during the initial period of Acceptance Testing, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.Purchasing

Inspection and Acceptance. (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor a. Seller shall provide and maintain an inspection and process control system acceptable to Viasat covering the goods hereunder. Records of all inspection work by Seller shall be kept complete and available to Viasat and its customers during the performance of the Purchase Order and for such longer periods as may be specified in the Purchase Order, but in no event less than 5 years from the date of final payment received by Seller. Records may include all quality control inspection system work performed by Seller, and deliver only those items may also include procurement, specifications, financial, production, inspection, test, quality, shipping, export and services that have been found certification records. At no additional cost, Seller shall timely provide access to conform such records to the competent national and/or local authorities or Viasat upon request. b. Viasat reserves the right to assign representatives on an itinerant or resident basis at Seller's facilities for the purpose of maintaining surveillance activities, including the right to witness any or all inspections or tests performed as part of the requirements of the Purchase Order or assess materials, goods, or equipment (e.g., audits or cycle counts). Seller shall provide Viasat's representatives with reasonable facilities, communications (e.g., phone and internet access), and equipment, and reasonable access to all areas essential to the proper conduct of the aforementioned activity throughout all phases of engineering, manufacturing, testing, inventory, packaging, and shipping. In addition, Seller agrees to make available to Viasat’s representatives pertinent planning, status, and forecast information and such other technical and management reporting information as may be necessary for the representatives to carry out their responsibilities. Seller further agrees, upon reasonable advance notice by Viasat, to allow Viasat’s customer or the Government's Contracting Officer under the prime contract (if any), or his/her authorized representatives, to visit Seller's facilities to review progress and witness inspections and testing pertaining to the requirements of the Purchase Order. Seller further agrees to insert and require its subcontractors to insert the substance of this Agreementsub-section in each lower-tier contract, including orders, hereunder. c. All goods and services are subject to final inspection and acceptance by Viasat. Notwithstanding any payments or prior inspections, all goods and services shall be subject to such final inspection and acceptance within thirty (30) days after delivery of the goods at Viasat’s facility or Seller’s facility (in the event of a ship in place transaction), or receipt of the services. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and criteria for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials goods and services ordered shall be compliance with the Purchase Order and the applicable statement of work and/or Seller specifications in effect as of the date of the Purchase Order unless such specifications have been superseded by other specifications agreed to between Viasat and Seller. Upon notice of non-acceptance, Seller shall correct and re-tender the non-conforming goods and services within ten (10) days at its sole expense. d. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Viasat’s other rights, Viasat may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Viasat receives goods whose defects or nonconformity is not apparent on examination, Viasat reserves the right to require replacement, as well as payment of damages. e. Payment for any goods hereunder within shall not be deemed an acceptance thereof. Failure to inspect the goods shall not be deemed to constitute: (i) acceptance of any defective or nonconforming goods, or (ii) a reasonable time after deliverywaiver of Viasat’s rights or remedies arising by virtue of any defect or nonconformity with the requirements of the Purchase Order. Except as otherwise provided for Nothing contained in this Agreementsection shall relieve in any way Seller from its own obligations of testing, acceptance inspection and quality control. f. The approval of designs, inspection, acceptance, payment or use of specific suppliers by Viasat shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudnot relieve Seller of any of its obligations under the Purchase Order.

Inspection and Acceptance. (a) BSA has Corporation shall have access to and the right to inspect all material, equipment and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to work during the extent practicable at all times and places including course of performance of the period of manufacture, and in any event prior to acceptanceSOW. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishreplace, without charge, any material or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform correct any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall workmanship found by Corporation not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this AgreementContract unless Corporation consents to accept such material or workmanship with an appropriate reduction in the price. 4.7.1 When the work has reached substantial completion, Contractor shall notify Corporation and request a walk-through inspection by Corporation. Contractor shall provide Corporation a list of all work to be completed following the inspection. Based on its walk-through inspection, Corporation shall develop and provide to Contractor a list of work which Contractor must complete and/or correct prior to final inspection. The combined lists shall constitute a final Punch List. 4.7.2 Upon completion of the work on the Punch List, Contractor shall maintain notify Corporation and request a final inspection. In the event Corporation determines that the work performed by Contractor is not acceptable, Contractor shall continue to perform all work necessary to complete records the Punch List to Corporation’s satisfaction and approval. 4.7.3 Final Acceptance (as further described in this section, “Final Acceptance”) by Corporation shall be made as promptly as practicable after completion, inspection and regulatory certification of the SOW as required herein. Acceptance shall be final and conclusive, excluding latent defects, fraud or gross mistakes, or with respect to Corporation’s rights under Section 4.8 – Warranty. Final Acceptance shall be evidenced by Corporation’s certification to the Contractor that all work has been completed, inspected and accepted by Corporation, including delivery to Corporation (a) copies of all inspections permits and make them available associated approvals obtained by Contractor, (b) original copies of all Lien Waivers required to BSA during performance be provided per the Section titled “Liens”, and for as long as this Agreement requires. (c) If BSA finds the materials or work all other deliverables (including as-built drawings, warranties, spare parts, attic stock, and manuals) required to be defective, delivered per the SOW. 4.7.4 Contractor shall promptly repair notify Corporation when the SOW has been completed. If Corporation determines the SOW to have been performed to satisfaction, Corporation shall instruct Contractor to submit for final payment. If Company finds any defect or replace noncompliance with the SOW, it shall deliver a written notice to Contractor stating such materials defects or work noncompliance. Contractor shall remedy the issues identified as directed soon as possible at Contractor’s expense. Corporation’s acceptance and approval of SOW shall constitute “Final Acceptance” but shall not waive Contractor’s responsibility to correct defects in SOW identified by BSA Corporation at no increase any time in the agreement price. The future per the Section 4.8 Contractor shall bear deliver to Corporation an Unconditional Waiver and Release upon final payment in the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work form provided by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.California Civil Code Section

Inspection and Acceptance. (a) BSA has 7.1 NIPPON shall have the right to inspect at any time the progress of Work to ensure it is in accordance with the internal regulations and test all items and services (includingrules of NIPPON. 7.2 The Deliverables are subject to inspection by NIPPON in accordance with the acceptance criteria set forth in a respective Supplement, but unless otherwise agreed to in writing. Should such inspection reveal that Deliverables or any part thereof do not limited to, raw materials, components, intermediate assemblies and end products) conform to the extent practicable at all times and places including the period of manufacture, and applicable Specifications in any event prior to acceptance. BSA respect, NIPPON may, at its option: (a) Reject the Deliverables, in which case RDF shall perform inspections promptly correct or replace the Deliverables at RDF’s risk and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityexpense. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to Repair or make the. Deliverables otherwise conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections Specifications at RDF’s risk and make them available to BSA during performance and for as long as this Agreement requires.expense in accordance with NIPPON’ timely instructions or best judgment; or (c) If BSA finds Accept the materials Deliverables at a reasonably reduced price. 7.3 NIPPON shall notify RDF in writing of its acceptance or work to be defectiverejection of the Deliverables within thirty (30) days after the delivery date. In the absence of an express rejection within the time set forth above, the Contractor Deliverables shall be deemed conclusively to have been accepted. 8.1 RDF hereby represents and warrants that Services provided hereunder, including any Deliverables delivered to NIPPON pursuant to this Agreement wDl be reasonably free from errors and defects and the Deliverables will conform with the Specifications. ROF will use commercially reasonable efforts to correct any errors or defects to ROF’s Work found subsequent to acceptance by NIPPON for a period of one (1) year following NIPPON’ acceptance of the Deliverables. 8.2 RDF shall indemnify and hold NIPPON harmless from any and all losses, costs, damages or expenses arising from, or in connection with, any claims or actions based on any actual or alleged infringement of any patents, trademarks, utility models, design patents, copyrights, mask works, trade secrets or other intellectual property rights owned or controlled by any third party in connection with its performance of Services hereunder including any claims of infringement by any Deliverables provided to NIPPON by RDF hereunder: provided that RDF is promptly repair notified by NIPPON of such claims or replace actions and is given full control of the defense and/or settlement of such materials claims or work as directed by BSA at no increase in the agreement priceactions. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor This obligation shall not tender for acceptance corrected or rejected items or services without disclosing apply if the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraudinfringement is attributable solely to RDF□fs compliance with Specifications supplied by NIPPON, or such gross mistakes as amount to fraudany modification or alteration of the Deliverables by NIPPON.

Inspection and Acceptance. (a) BSA has The IBTCI Project Manager is responsible for the right to inspect inspection and test acceptance of all items Work performed by the Seller. All services rendered under this Agreement shall be in the specific form or format specified by IBTCI. All material and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and work in any event progress may be inspected by IBTCI prior to final acceptance. BSA If any inspection, whether preliminary or final, indicates any reasonable deficiency, then Seller shall perform be given sufficient time to correct that deficiency. All inspections and tests shall be performed in a such manner that as will not unduly unreasonably delay the work. Seller shall work within professional standards and limitations specified on work statements, drawings and specifications covering the work and shall make such inspections as are deemed necessary to ensure Seller compliance, unless deviation there from is authorized in writing by IBTCI. If BSA performs tests or inspections correction of such work is impracticable, Seller shall bear all risks after notice of rejection and shall, if so requested by IBTCI and at its own expense, promptly make all necessary replacements. Seller shall provide immediate notice to IBTCI of any potential failure on the contractor’s premises or that part of a subcontractor, its suppliers to provide supplies/services required hereunder. Seller is responsible for any deficiency on the Contractor part of its suppliers. Seller shall furnish, or cause to be furnished, all reasonable facilities and assistance bear responsible for the safe and convenient performance any costs of these duties at no re-procurement additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available agreed upon price herein as may be necessary for IBTCI to BSA during performance and for as long as this Agreement requires. (c) If BSA finds secure the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred supplies/services as a result and/or terminate the Contractor for defaultof Seller’s inability to perform. If the Contractor is not ready for Final inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for and acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance by IBTCI shall be conclusive except as regards for latent defects, fraud, or such gross mistakes as amount to fraudfraud or for any rights provided by any warranty of the product.

Inspection and Acceptance. 8.1 During the course of processing, Party B shall accept Party A’s necessary inspections on its works, provided, however, that Party A shall not impede Party B’s normal operation. 8.2 Party A or any third party designated by Party A shall check the quantity of wafers as delivered at the day by Party B and shall give written confirmations regarding the quantity so delivered with Party B’s employees. In case the quantity of wafers so delivered are less than that specified in the Contract, Party B shall within *** make them up and assume relevant liabilities for overdue delivery. Any and all expenses for wafers so incurred shall be borne by Party B. *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. 8.3 Quality inspection period of Party A’ inspection on wafers shall last for one year, commencing from the date of delivery of wafers by Party B. Where any nonconformity to relevant stipulations of the Contract is inspected, Party A shall within the duration as aforesaid notify Party B in writing. Party B shall within *** after receiving such written notification specifying discrepancy replace such wafers with quality defects. For wafers as provided by Party B, *** of nonconformity rate shall be permitted. For disqualified wafers within the range of nonconformity rate, Party B shall not be held responsible for breach of Contract if Party B may replace them within *** upon receipt of Party A’s notification. Failing that, Party B shall be liable for overdue delivery. As to responsibilities for overdue delivery of wafers with quality defects, the time limit for overdue delivery shall be calculated as of the date of first delivery till the completion of replacement of wafers conforming to quality requirements. Any and all expenses so occurred shall be borne by Party B (a) BSA has the right to inspect and test all items and services (including, expenses include but are not limited toto expenses for handling quality related issues, raw materialsloss borne by Party A for client’s claim for remuneration as well as anticipated profit loss of Party A). 8.4 Acceptance standard: refer to Appendix II and Appendix III for details. 8.5 In case of any dispute between the parties over the quality of wafers during inspection, components, intermediate assemblies any party hereto may apply with legal quality supervision and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspection authority for relevant inspections and tests in a manner that will not unduly delay the workacquire inspection certificate. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found Should wafers fail to conform to Contract requirements, Party B shall repair such wafers or replace them with new ones and bear relevant responsibilities for delivery overdue as well as bear expenses for such inspection. Provided that the requirements quality of this Agreementthe wafers meets the requirement of the Contract upon inspection, Party A shall assume such fees accordingly. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires*** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. (c) 8.6 If BSA finds any practical user claims against Party A for inconformity of wafers produced by Party B or deferred delivery with fault of Party B, Party A shall immediately so notify Party B who shall then give assistance to Party A for technical supports, defense, counterplea and any other necessary activities so that Party A may not have to bear such responsibilities. If a competent court or arbitral authority decide that Party A shall be liable for such quality defects or deferred delivery with fault of Party B and indemnify the materials or work practical user and Party A has already made such notification as specified in this article, Party B shall indemnify Party A with full amount equivalent to be defective, the Contractor shall promptly repair or replace such materials or work sum as directed made by BSA at no increase in Party A against the agreement price. The Contractor practical user as per court decisions and shall bear relevant responsibilities for breaching of the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenContract. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has a. The Goods and Services must meet the right standards and specifications in this Purchase Order. Failure on the part of the Supplier strictly to inspect comply with the Purchase Order specifications and test all items requirements will allow THE SWITCH to cancel this Purchase Order. b. All Goods and services (includingServices will be subject to inspection and testing by THE SWITCH, but not limited toat any time and place, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, manufacture and in any event prior to final acceptance. BSA shall perform inspections and tests in a manner that If inspection or testing is done by THE SWITCH at Supplier’s premises, Supplier without additional charge will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient performance convenience of these duties at no additional cost THE SWITCH’s inspectors. No inspection or testing done or not done prior to BSA. BSA assumes no contractual obligation to perform any test final inspection and acceptance will relieve the Supplier from responsibility for defects or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s other failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to meet the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requiresPurchase Order. (c) c. If BSA finds the any item provided under this Purchase Order is defective in materials or work workmanship or otherwise not in conformity with the requirements herein, then THE SWITCH will have the right to reject it without correction, require its correction within a specified period of time, accept it with an adjustment in price, or return it to Supplier for full credit. Any item which has been rejected or required to be defectivecorrected, will be replaced or corrected by and at the Contractor shall expense of Supplier promptly repair after notice. If, after THE SWITCH’s request, Supplier fails promptly to replace or correct a defective item within the delivery schedule, THE SWITCH may, at its sole option, (i) replace or correct such materials or work as directed by BSA at no increase in item and charge to Supplier the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written noticecost occasioned thereby, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or (ii) without further notice terminate the Contractor this Purchase Order for default. If , return the Contractor is not ready rejected item to Supplier at Supplier’s expense and Supplier will promptly refund any amounts paid by THE SWITCH for inspection the returned item or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken(iii) require an appropriate reduction in price. (d) BSA shall effect d. Notwithstanding any prior inspections or payments made, all Goods and Services will also be subject to final inspection and acceptance of all materials and services ordered hereunder at THE SWITCH’s designated location within a reasonable time after deliverydelivery or performance. Except Records of all inspection work will be kept complete and available to THE SWITCH during performance of this Purchase Order and for such further period as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudTHE SWITCH may determine.

Inspection and Acceptance. (a) BSA has Corporation shall have access to and the right to inspect all material, equipment and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to work during the extent practicable at all times and places including course of performance of the period of manufacture, and in any event prior to acceptanceSOW. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishreplace, without charge, any material or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform correct any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall workmanship found by Corporation not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contract unless Corporation consents to accept such material or workmanship with an appropriate reduction in the price. 4.7.1 When the work has reached substantial completion, Contractor shall maintain complete records notify Corporation and request a walk-through inspection by Corporation. Contractor shall provide Corporation a list of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defectivecompleted following the inspection. Based on its walk-through inspection, Corporation shall develop and provide to Contractor a list of work which Contractor must complete and/or correct prior to final inspection. The combined lists shall constitute a final Punch List. 4.7.2 Upon completion of the work on the Punch List, Contractor shall promptly repair or replace such materials or notify Corporation and request a final inspection. In the event Corporation determines that the work as directed performed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessaryacceptable, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing continue to perform all work necessary to complete the former rejection or requirement for correction, Punch List to Corporation’s satisfaction and shall disclose the corrective action takenapproval. 4.7.3 Final Acceptance (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for further described in this Agreementsection, acceptance “Final Acceptance”) by Corporation shall be conclusive except made as regards promptly as practicable after completion, inspection and regulatory certification of the SOW as required herein. Acceptance shall be final and conclusive, excluding latent defects, fraudfraud or gross mistakes, or with respect to Corporation’s rights under Section 4.8 – Warranty. Final Acceptance shall be evidenced by Corporation’s certification to the Contractor that all work has been completed, inspected and accepted by Corporation, including delivery to Corporation (a) copies of all permits and associated approvals obtained by Contractor, (b) original copies of all Lien Waivers required to be provided per the Section titled “Liens”, 4.7.4 Contractor shall notify Corporation when the SOW has been completed. If Corporation determines the SOW to have been performed to satisfaction, Corporation shall instruct Contractor to submit for final payment. If Company finds any defect or noncompliance with the SOW, it shall deliver a written notice to Contractor stating such gross mistakes defects or noncompliance. Contractor shall remedy the issues identified as amount soon as possible at Contractor’s expense. Corporation’s acceptance and approval of SOW shall constitute “Final Acceptance” but shall not waive Contractor’s responsibility to fraudcorrect defects in SOW identified by Corporation at any time in the future per the Section 4.8 Contractor shall deliver to Corporation an Unconditional Waiver and Release upon final payment in the form provided by California Civil Code Section 8138 on behalf of itself and every Contractor party performing work under this Contract within ten (10) days after receipt of final payment.

Inspection and Acceptance. (a) BSA has Where a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) its records pertaining to the extent practicable at all times Master Agreement, a Participating Addendum, or an Order to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, via electronic mail or access to a secure cloud location, in order to monitor and places including the period of manufactureevaluate performance, compliance, and in any event prior to acceptancequality assurance requirements under this Master Agreement (for the Lead State) or a specific Participating Addendum, or an Order (for the relevant Purchasing Entity). BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractorUpon delivery, the Contractor Purchasing Entity shall furnishhave 30 calendar days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, or cause to be furnishedhowever, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor from responsibilityis liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, nor impose liability on BSA, or for nonconformity. (b) which Acceptance is revoked. If BSA specifies an inspection system elsewhere in this Agreementany services do not conform to contract requirements, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, Purchasing Entity may require the Contractor shall promptly repair or replace such materials or work as directed by BSA to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the agreement pricePurchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. The Contractor warranty period shall bear begin upon Acceptance. The Purchasing Entity will make every effort to notify the transportation costContractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. If In the event that the Contractor fails to act as directed has not been notified within 10 30 calendar days from BSA’s written noticedelivery of Product or completion of Service, BSA may repair the Product and Services will be deemed accepted on the 31st day after delivery of Product or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for defaultcompletion of Services. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor This clause shall not tender for be applicable, if acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, testing and shall disclose the corrective action takencorresponding terms have been mutually agreed to by both parties in writing. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. 9.1 Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the Work performed conforms to the Contract requirements. Owner reserves the right to review and approve the adequacy of Contractor's inspection system. Contractor shall provide all quality control and quality assurance program information requested by Owner. 9.2 Owner shall have free access to the Work for inspection purposes. Owner's inspection, receipt or Initial Acceptance of the Work shall not relieve Contractor of its obligation to comply with the terms of the Contract. 9.3 Each party shall bear its own expenses in performing inspections, except that (a) BSA has Owner may use Contractor's facilities, ladders and scaffolds to perform inspections of the Work; (b) Contractor shall pay Owner's expenses in re-inspecting Work which was rejected as non-conforming to the Contract requirements in an earlier inspection; (c) Contractor shall pay the costs of uncovering and re-covering Work for Owner's inspection if Contractor failed to give Owner reasonable notice that the Work was ready to be covered; and (d) prior to Final Acceptance, if Owner requests an inspection of Work already completed which requires removing and tearing out Work, and the Work is found to be materially defective, Contractor shall pay the expenses of inspection and reconstruction, but if the Work is found to be in conformance with the Contract requirements, Owner shall pay the expenses of inspection and reconstruction. 9.4 Owner will not pay for defective work. Contractor shall repair or replace all defective work at its expense. Contractor shall promptly remove from the Site any Contractor-furnished materials that do not comply with the requirements of the Contract. If Owner-furnished materials have been used in any defective work, the cost of such materials shall be backcharged to Contractor. 9.5 Owner shall have the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to take possession of or use any part of the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptanceWork. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests Owner's possession or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services use shall not relieve constitute Initial Acceptance or Final Acceptance of the Contractor from responsibility, nor impose liability on BSA, for nonconformityWork. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase 9.6 Unless otherwise provided in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written noticeContract, BSA may repair or replace such materials or work Final Acceptance by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance Owner shall be conclusive except made as regards latent defects, fraud, or such gross mistakes soon as amount practicable after all Work has been completed and inspected. Any part of the Work not rejected by Owner following Final Inspection shall be deemed to fraudhave achieved Final Acceptance.

Inspection and Acceptance. (a) BSA has 6.1. Supplier shall test and analyze each lot of Drug Substance for compliance with the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) Specifications prior to the extent practicable release and shipment thereof to Zogenix. Supplier will provide a Certificate of Analysis, Certificate of Compliance and executed Batch Records with each shipment of each Batch of Drug Substance signed by the responsible quality official of Supplier. The Certificate of Analysis and Certificate of Compliance must include the results (whether numerical or otherwise) for each test performed that verify that the Batch of Drug Substance is in compliance with the Specifications, as well as a statement that the subject lot was Manufactured in accordance with the Batch Records, any applicable regulatory approvals and Applicable Law. 6.2. Zogenix may test and inspect the Drug Substance after receipt and either accept or reject it. Drug Substance may be rejected if it does not comply with the Specifications or conform with any of the warranties provided by Supplier in this Agreement or the Quality/Technical Agreement, or is otherwise defective. Zogenix will be deemed to have accepted the Drug Substance, except as to latent defects which are not reasonably discoverable, if Zogenix fails to give notice of rejection within [***] after receipt by Zogenix of such Drug Substance. The written notice of rejection shall be given to Supplier and shall include identification of the lot number and description of the Specification non-compliance or other defect. 6.3. Following receipt of written notice of rejection of a particular lot of Drug Substance, Supplier shall, at Zogenix’s option, provide a credit, refund or replacement of Drug Substance to Zogenix, together with reimbursement for the cost of all times Raw Materials incorporated in the rejected Drug Substance and places Zogenix’s costs of shipping, insurance premiums, duties, taxes, and other reasonable out-of-pocket costs directly incurred in connection with the transportation and return or destruction of the rejected Drug Substance; provided, however, that if Supplier does not agree with Zogenix’s claim of noncompliance with the Specifications or other defect, then the Parties shall designate a mutually acceptable Third Party laboratory to make a determination on such matter from a sample obtained from the allegedly non-compliant or defective lot shipped to Zogenix. The decision of the Third Party laboratory shall be binding on all Parties hereto and all expenses related to such Third Party investigation shall be borne by the Party found to have been mistaken. Should such Third Party laboratory confirm Zogenix’s claim of Drug Substance noncompliance, Supplier shall, at Zogenix’s request, promptly provide Zogenix with a credit, refund or prompt replacement of Drug Substance to Zogenix, together with reimbursement for including the period cost of manufactureall Raw Materials incorporated in the rejected Drug Substance and Zogenix’s costs of shipping, insurance premiums, duties, taxes, and other reasonable out-of-pocket costs directly incurred in connection with the transportation and return or destruction of the rejected Drug Substance. 6.4. Zogenix shall return any event prior rejected Drug Substance to acceptance. BSA shall perform inspections and tests in a manner Supplier at Supplier’s expense to an address that will Supplier may designate within ten (10) days of Supplier receiving written notice of rejection; provided, however, that if Supplier does not unduly delay agree with Zogenix’s claim of noncompliance with the work. If BSA performs tests Specifications or inspections on the contractor’s premises or that of a subcontractorother defect, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services Zogenix shall not relieve be obligated to return the Contractor from responsibilityrejected Drug Substance to Supplier until ten (10) days after a final determination is made by a Third Party laboratory that such Drug Substance does not comply with the Specifications or is otherwise defective as provided in Section 6.3 above. All freight, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide insurance and maintain other costs of such inspection system and deliver only those items and services that have been found to conform to the requirements shipment along with any risk of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance loss shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraudborne by Supplier.

Inspection and Acceptance. (a) BSA has the right All Products will be subject to inspect final inspection and test all items acceptance at HCS’ facility and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) title to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that Products will not unduly delay pass to HCS until HCS inspects and accepts the workProducts. If BSA performs tests or Such inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder made within a reasonable time after delivery. Except Any goods that do not comply with the applicable specifications or which contain defective material or workmanship may be rejected by HCS irrespective of date of payment therefor. No inspection or test of any article by HCS shall relieve Seller from its obligations to comply with the Specifications and the requirements of this Purchase Order. HCS, at its option, may (i) require Seller to remedy the defects or replace the rejected Products; (ii) return the rejected Products to Seller at Seller’s risk and expense; (iii) correct or employ a third party to correct the rejected Products at Seller’s expense, including without limitation the cost of labor, engineering and certification tests; or (iv) accept the Products and equitably adjust the price thereof in HCS’s sole reasonable discretion. If instructed to ship replacement Products to HCS Seller shall ship such replacement Products at Seller’s risk and expense. Seller will use its best efforts to ship such replacement Products at the earliest possible date and shall use expedited shipping options. Without limiting any other right or remedy of HCS under this Purchase Order, for each Product which is found to be defective or non-compliant upon or after receiving inspection at HCS’s facility (a “Discrepant Product”), Seller shall pay HCS as otherwise provided for in this Agreement, acceptance shall be conclusive except liquidated damages and not as regards latent defects, fraud, or such gross mistakes as amount a penalty Three Hundred Fifty Dollars ($350) per Discrepant Product to fraudcover HCS’s administrative costs.

Inspection and Acceptance. (i) All products (including raw materials, work in process and end items) shall be subject to in section and test by Buyer or its designee at all times prior to shipment by Seller. Final inspection and acceptance shall be at Buyer’s premises by Xxxxx. If any of the products are found at any time to be defective in material of workmanship (including products damaged because of unsatisfactory packaging by Seller), or otherwise not in strict conformity with the requirements of the order, including drawings and specifications and approved sample, if any, Buyer, in addition to any other rights which may have under warranties or otherwise, shall have the right to (a) BSA has the right reject and return such products at Seller’s expense and to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end receive full credit for any such rejected products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity., (b) If BSA specifies upon written request, require correction or replacement of any rejected products without additional cost to Buyer, or (c) retain and use the products with an inspection system elsewhere equitable reduction in this Agreement, the Contractor purchase price. Rejected products returned to Seller shall not be reshipped to Buyer without prior written authorization. Seller shall bear all risks to rejected products after notice of rejection. Payment shall not be construed as constituting acceptance. (ii) Seller shall provide and maintain such an inspection and quality control system acceptable to Buyer for products covered by this order. Notwithstanding the rights of Buyer to inspect and deliver only those items test, the Seller shall perform or have performed the inspections and services tests required to substantiate that have been found to the products provided under this conform to the drawings, specifications and order requirements, including, if applicable, the technical requirements for the manufacturer’s part number specified herein. Records of all inspection work by Seller shall be kept complete and available to Buyer during the performance of this Agreementorder and for the duration of any applicable warranties. Buyer’s right to “cover” rejected goods – If Seller fails to make delivery or repudiates or if Buyer rightfully rejects the goods or justifiably revokes acceptance thereof, then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract, Buyer may cancel the contract and, regardless of whether it has done so, Buyer may, in addition to recovering so much of the price as has been paid, “cover” and have damages as to all goods affected whether or not they have been identified to the contract. Buyer may “cover” by making, in good faith and without unreasonable delay, any reasonable purchase of or contract to purchase goods in substitution for those due from Seller. Buyer shall recover from Seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages, but less expenses saved in consequence of Seller’s breach. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance foregoing shall be conclusive except as regards latent defects, fraud, or Buyer’s exclusive remedies for any such gross mistakes as amount to fraudbreach by Xxxxxx.

Inspection and Acceptance. (a) BSA has the right to inspect 11.1 Products and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufactureServices delivered under, and in any event prior that conform to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, will be accepted by Buyer. Products and Services that do not so conform may be rejected in whole or in part at Buyer’s option. If the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found Products or Services or their tender of delivery fail in any respect to conform to this Contract, Buyer may accept or reject the requirements whole or any unit thereof. Buyer may reject goods or services within a reasonable time (not less than thirty business days or the time required to complete stated acceptance tests, whichever is greater) after delivery or tender. Acceptance occurs after Buyer signifies to Seller in writing that it has accepted the goods or services. Payment shall not, in and of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and itself, signify acceptance, nor does acceptance itself impair any other legal or equitable remedy for as long as this Agreement requiresnon-conformity. (c) If BSA finds 11.2 Acceptance may be revoked at any time if it were made with the materials or work to reasonable assumption that any non-conformity would be defectivecured, the Contractor shall promptly repair non-conformity was difficult to discover before acceptance, or replace such materials revocation is otherwise permitted by law or work as directed by BSA equity. 11.3 Upon rejection, Buyer may, at its option and at no increase in agreement cost, perform any or all of the agreement price. The Contractor following actions: return the rejected goods for a complete credit; return the rejected goods for repair, in which case repair shall bear be made and the transportation cost. If goods delivered to Buyer within ten business days after the Contractor fails date rejected; return the rejected goods for a replacement of the returned goods, such replacement to act be delivered to Buyer within ten business days after the date rejected; return the rejected goods for Seller’s determination as directed within 10 days from BSA’s written notice, BSA may to whether to repair or replace the goods, such materials determination to be communicated in writing to Buyer within ten business days after Seller’s receipt of the goods, with the repaired or work replaced goods delivered to Buyer within twenty business days after Seller’s receipt of the goods; demand and receive a complete credit for the rejected services; request Seller provide compliant services of the same type as those rejected, in which case such services shall be rendered to Buyer within ten business days after the date rejected; or negotiate other methods of cure with Seller. The options above apply regardless of determination of fault as between carrier and Seller (in the case of goods) and are not an exhaustive statement of Buyer’s recourse. Seller shall bear all costs of shipping rejected goods, including but not limited to freight, insurance, and other costs associated with sending rejected goods to Seller and back to Buyer. Seller shall also assume risk of loss from the date of rejection until final acceptance by contract Buyer of the repaired or otherwise replaced goods. 11.4 Any and assess the Contractor the excess cost it incurred all computing hardware provided by Seller to Buyer via Seller’s lease program is to be returned to Seller, at end of refresh period, in good operating condition, excluding normal wear and tear. Failure by Buyer to meet this obligation constitutes a breach of this agreement and will require Buyer to pay reasonable costs Seller incurs as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenSeller’s inability to satisfy third party leasing obligations on such computing hardware. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide information and documents reasonably requested directly related to this Master Agreement to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair or replace such materials or work as directed by BSA at pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has the right a. All work including any services under this Purchase Order shall be subject to inspect inspection and test all items and services (includingby L3Harris and/or the Government, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including during the period of manufactureperformance, and in any event prior to final acceptance. BSA Seller shall perform inspections provide and tests in a manner that will not unduly delay maintain an inspection system acceptable to L3Harris and the workGovernment covering all work hereunder. L3Harris and the Government, through any authorized representative, may inspect the plant or plants of Seller or any of its Subcontractors or lower-tier Subcontractors hereunder. If BSA performs tests any inspection or inspections test is made by L3Harris or the Government on the contractor’s premises of Seller or that of a subcontractorits Subcontractors or lower-tier Subcontractors, the Contractor Seller shall furnish, or cause provide and shall require such Subcontractors to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of the inspectors in the performance of these duties at no additional cost to BSAtheir inspection duties. BSA assumes no contractual obligation to perform any test or All inspections and tests shall be performed in such manner as shall not unduly delay the work. Final inspection for the Contractor’s benefit unless specifically and acceptance by L3Harris shall be made as promptly as practicable after delivery. The time and place of delivery, final inspection, and acceptance shall be as set forth elsewhere in this Agreement. BSA’s failure to inspect the items Purchase Order. b. Seller warrants that the supplies and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere used or delivered in performance of this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to Purchase Order will conform to the applicable drawings, specifications, or other requirements of this AgreementPurchase Order, that the supplies delivered hereunder will be of good quality, material, and workmanship, merchantable and free of defects and that the services provided hereunder will be performed in a workmanlike manner and to the highest standards of the industry. c. At any time during performance of this Purchase Order, and for a period of twelve (12) months after the date of final acceptance of all articles and services called hereunder, L3Harris may require Seller to remedy by correction or replacement, as directed by L3Harris, any failure by Seller to comply with its obligations under Paragraph b. hereof. Regardless of the allowability of replacement or correction costs, Seller shall be paid no additional fee for such costs. Corrected articles shall not be tendered thereafter for acceptance unless the former requirement of correction is disclosed. If Seller fails to proceed with reasonable promptness to perform such replacement or correction, L3Harris (1) may, by contract or otherwise, perform such replacement or correction and charge to Seller any increased cost occasioned L3Harris thereby, or may reduce any fee payable under this Purchase Order (or require repayment of any fee theretofore paid) in such amount as may be equitable under the circumstances; or (2) in the case of articles not delivered, may require the delivery of any such articles, and shall have the right to reduce any fee payable under this Purchase Order (or to require repayment of any fee theretofore paid) in such amount as may be equitable under the circumstances; or (3) may terminate this Purchase Order for default. The Contractor foregoing remedies shall maintain complete in no way preclude or prejudice the exercise of any other right or remedy that L3Harris may have at law or in equity. d. Notwithstanding Paragraph c. above, L3Harris may at any time require Seller to remedy, by correction or replacement, without cost to L3Harris, nonconforming supplies or services if the nonconformance is due to (1) fraud, lack of good faith, or willful misconduct on the part of Seller or its employees or representatives or (2) the conduct of one or more of the Seller’s employees selected or retained by the Seller after Seller’s managerial personnel had reasonable grounds to believe the employee was habitually careless or unqualified. e. Corrected articles or articles tendered as replacement shall be subject to the provisions of this clause in the same manner and to the same extent as articles originally delivered under this Purchase Order. f. Seller shall make its records of all inspections and make them inspection work available to BSA L3Harris and/or the Government during the performance of this Purchase Order and for such longer period as long as this Agreement requiresmay be specified in the Purchase Order. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. g. Except as otherwise provided for in this Agreementthe Purchase Order, acceptance Seller’s obligation to correct or replace customer-furnished property (which is property in the possession of or acquired directly by L3Harris or the Government and delivered or otherwise made available to Seller) shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount governed by the provisions of the clause of this Purchase Order pertaining to fraudcustomer/Government property.

Inspection and Acceptance. The performance of the Product shall be in accordance with the ZiLOG Customer Procurement Specifications referenced on the front hereof. The Buyer shall inspect and accept the Products within two (a2) BSA weeks of the date of Buyer's receipt or four (4) weeks from the date of ZiLOG's shipment, whichever is the shorter period. Any claim for Products not conforming to the Customer Procurement Specifications must be made in writing within this period. ZiLOG has the right to inspect and test all items and services examine at Buyer's premises, any products the Buyer claims are nonconforming. ZiLOG has the right to impose a reasonable rescreening charge (including, but of not limited to, raw materials, less than 25 cents per unit for semiconductor components, intermediate assemblies and end products) if shipments returned to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause ZiLOG are found to be furnishedwithin the Acknowledgment Quality level. Repairs that are ZiLOG's responsibility may be made, all reasonable facilities and assistance at ZiLOG's election, at Buyer's premises. LIMITED WARRANTY (A) Hardware: ZiLOG warrants for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically applicable period as set forth elsewhere in subsection (C) that Products will be free from defects in workmanship or material under normal use and service. ZiLOG's obligation under this Agreement. BSA’s failure to inspect the items and services warranty shall not relieve arise until Buyer returns the Contractor from responsibilityde fective product, nor impose liability on BSAfreight prepaid to ZiLOG's facility. ZiLOG's sole obligation under this war ranty shall be, for nonconformityat its option, to replace or repair, without charge, any defective Product or component part of such Products. (bB) If BSA specifies an inspection system elsewhere Software and Firmware: ZiLOG warrants for the period set forth in this Agreement, the Contractor subsection (C) that Software and Firmware supplied hereunder shall provide be free of material defects and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreementpublished ZiLOG specifications. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correctionZiLOG's sole obligation, and Buyer's sole remedy shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials be for ZiLOG to exert its best efforts to correct such defects and services ordered hereunder to supply Buyer with a cor rected version within a reasonable time after deliveryBuyer notifies ZiLOG in writing of any defect. Except as otherwise provided for in this AgreementStrategic Alliance Agreement Final Draft - October 14, acceptance shall be conclusive except as regards latent defects, fraud2002 This warranty does not cover any modifications to the Software and Firmware made by any person other than ZiLOG, or defects caused by, or otherwise related to, such gross mistakes as amount modification. (C) Effective period of warranty: PRODUCT TYPE FROM DATE OF SHIPMENT Board Level Products ) Development Systems ) 90 Days Microcomputer Systems ) Peripherals ) Software/Firmware 90 Days, unless otherwise stated Semiconductor Components 1 Year Semiconductor Die or Wafers See (E) below Any replacement of Products, or components thereof, under this warranty shall not extend the period of the warranty which was applicable at the initial sale of the Product. ZiLOG shall not be liable under this warranty if (i) the Products which Buyer alleges are defective have been repaired or altered by anyone other than ZiLOG's designated personnel or authorized representative unless such repair or alteration was effected pursuant to fraudthe prior written approval of ZiLOG or (ii) testing and examination by ZiLOG reveals the alleged defect to have been caused by Buyer's misuse, neglect, improper installation or any other cause beyond the range of intended use of the Products or by accident, fire or other hazard. (D) Buyer or Buyer's customer retains sole responsibility for all Software, Information or Memory Data stored on or integrated with any of the Products returned under this warranty. In some cases, products sold pursuant to this Sales Order Acknowledgment may have been used and refurbished by ZiLOG before sale hereunder. ZiLOG warrants all such refur bished products perform identically to all new products sold by ZiLOG. (E) Semiconductor wafers or die are sensitive to handling, environmental conditions, and performance alterations during Buyer's assembly and test of Products. ZiLOG makes no warranty concerning these wafers or die other than that they were manufactured and tested in accordance with ZiLOG's usual manufacturing and test practices. Buyer is responsible for testing these wafers and die products within two (2) weeks of the date of Buyer's receipt or four (4) weeks from the date of ZiLOG's shipment, whichever is the shorter period. Any claim for nonconformance must be made before this period expires or before Buyer com mences assembly of the Product. AFTER BUYER BEGINS ASSEMBLY OR THE TIME PERIODS SPECEFIED ABOVE EXPIRE, THE PRODUCT IN DIE OR WAFER FORM SHALL BE DEEMED SOLD TO BUYER ON AN "AS IS" BASIS, AND ZILOG SHALL NOT WARRANTY TEE PERFORMANCE OF THE-PRODUCT. Strategic Alliance Agreement Final Draft - October 14, 2002

Inspection and Acceptance. A. All work ordered hereunder and applicable records will be subject to inspection, testing, and/or verification (aincluding production process verification) BSA has at the Seller’s or lower-tier Subcontractor’s plant by Buyer. Notwithstanding prior testing and inspections at Seller’s plant, all articles will be subject to final acceptance at Buyer’s plant. B. The Seller shall provide and maintain a quality control and inspection system as part of a Quality Management System acceptable to Buyer, but approval of this system does not relieve the Seller of the obligation to perform complete, adequate, and additional testing. Buyer reserves the right to inspect inspect, test, and test all items and services (includingcount, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of whether during or after manufacture, . The Seller shall provide and in any event prior shall require subcontractors to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of Buyer’s inspection and resident personnel in furtherance of the performance of these duties their duties. Buyer reserves the right to reject any or all lots of materials when samples drawn are at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for variance with the Contractor’s benefit unless specifically provisions set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformityherein. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those C. Rejected items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work may, at Buyer’s sole discretion and option, be returned to be defective, Seller at Seller’s expense for outbound and inbound shipments with risk of loss or damage upon the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraudSeller, or such items or work may be accepted with an equitable adjustment in price. Upon rejection, Seller shall immediately refund previous payments which Buyer made or issue a credit memorandum for rejected items, whichever Buyer, at its sole discretion, may direct. Seller shall not resubmit rejected items for acceptance without a concurrent notice of the prior rejection. D. If, after notice by Buyer, the Seller fails to promptly replace or correct any rejected item, Buyer may (1) replace or correct such item, and charge to the Seller the cost incurred by Buyer thereby, or may (2) without further notice, terminate this Purchase Order, declaring default, in accordance with Clause 7, entitled "Default”. E. Responsibility for, and risk of, loss and damage to items to be delivered by Seller hereunder shall be upon Seller until final acceptance, except for loss or damage arising from gross mistakes as amount to fraudnegligence of Buyer.

Inspection and Acceptance. a. All Deliverable Items (a) BSA has the right to inspect and test all items and services (including, but not limited towhich term throughout this Article includes without limitation, raw materials, components, intermediate assemblies assemblies, and end products) shall be subject to inspection and test by Buyer, its authorized representatives to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptanceOn-site Acceptance. BSA Unless otherwise provided herein, final inspection and Factory Acceptance shall perform inspections take place at Seller's premises before Delivery. Seller shall give Buyer at least fifteen (15) days prior written notice of the commencement of the Acceptance Test for each article of Deliverable Items to be delivered hereunder. Acceptance shall be performed in accordance with the applicable provisions contained or referenced in the SOW. Upon successful completion of the Acceptance Test for each article of the Deliverable Items, Buyer will execute a Certificate of Acceptance (or in the event that Buyer elects not to be present for such Acceptance Test, Seller will sign Certificate of Compliance therefor) which shall evidence Factory Acceptance. b. All Deliverable Items for which there is a Factory Acceptance and tests which Buyer shall not have rejected under Article 4(c) are deemed to be prima facie in conformity with the requirements of the Agreement subject to only to (i) rejection by Buyer because of shipping damage and to (ii) the subsequent On-Site Acceptance. Inspection for shipping damage shall be made and reported to seller within fifteen days of delivery. In case any Deliverable Items or lots of Deliverable items fail to obtain Factory Acceptance, Buyer shall have the right either to reject them or to require their correction. In the event of shipping damage, Deliverable Items or lots of Deliverable Items which have been rejected or required to be corrected, shall be shipped to the place of repair, to be corrected or replaced and returned to Buyer at Seller's expense; or Seller may at its option, cause such Deliverable Items to be corrected in place. Such Deliverable Items which do not obtain Factory Acceptance or incur shipping damage shall not thereafter be tendered for Acceptance unless Buyer agrees thereto in writing or the former rejection or requirement of correction is withdrawn by Buyer or its authorized representative. c. If Seller fails to act in commercially reasonable manner prior to the Delivery Date to correct promptly materially defective Deliverable Items or lots of Deliverable Items which are material to overall performance and use required to be corrected in accordance with sub- Article (b) above, or promptly replace such Deliverable Items or lots of Deliverable Items, Buyer may: (1) Delete the subject Deliverable Items from this Agreement and replace or correct such Deliverable Item and charge to Seller the net costs of such correction or replacement but in no event more than 110% of the stated value of the item under the terms of this agreement; or (2) Cancel this Agreement for default as provided in the Article of this Agreement entitled "Default". Unless Seller corrects or replaces such Deliverable Items by the Delivery Date, Buyer may require the Delivery of such Deliverable Items at a manner that reduction in price which is equitable under the circumstances. Failure to agree to such reduction will not unduly delay be a dispute concerning a question of fact within the work. meaning of the Article of this Agreement entitled "Disputes" without derogation from the other rights of Buyer under this Agreement or at law. d. If BSA performs tests any inspection or inspections test is made by Buyer, on the contractor’s premises or that of a subcontractorSeller, the Contractor then Seller, without additional charge shall furnish, or cause to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of the inspectors in the performance of these duties at no additional cost their duties. Buyer reserves the right to BSA. BSA assumes no contractual obligation charge to perform Seller any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of inspection and test and/or inspectionwhen Deliverable Items are not ready at the time of such inspection or test or when re-inspection or re-test is necessitated by prior rejection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing Seller reserves the former rejection or requirement for correction, right to charge Buyer any costs incurred by Seller because of Buyer's failure to make an inspection as and shall disclose the corrective action takenwhen agreed upon. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has the right All Material ordered by Buyer hereunder shall be subject to inspect inspection and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable acceptance of Buyer at all times and places including the period of manufacture, and in any event prior to acceptanceits facility. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found Material which fails to conform to the requirements mutually agreed upon specifications and/or descriptions provided or incorporated herein, may be rejected by Buyer and returned to Valence for credit, rebate of purchase price or replacement at Valence's option. Valence shall bear all cost of transportation for the return of all non-conforming Material. Valence shall issue a Return Material Authorization (RMA) number on defective Material that has been dispositioned to be returned to Valence. Buyer shall accept Material included in each shipment within thirty (30) days from Buyer's receipt of such shipment. If Buyer fails to notify Valence in writing of its rejection and the reasons therefor within such time period, Buyer will be deemed to have accepted such Material. Valence shall notify Buyer of major process changes (as defined by Valence) incurred by Valence in the manufacturing of Material to be purchased under this Agreement, if such changes affect form, fit, or function of Material. The Contractor If deemed necessary by Buyer, requalification procedures for said Material may then be required. Valence may implement manufacturing improvements which do not affect form, fit or function of Material. Any such improvements shall maintain complete records be implemented only upon the successful completion of all inspections and make them available reasonable qualification testing. Additionally, Valence shall determine which of it's qualified manufacturing sites shall be used to BSA during performance and for as long as this Agreement requiresmanufacture Material. Valence shall have no obligation to notify Buyer of such manufacturing improvements or manufacturing site selection. 7. WARRANTY Valence warrants that goods delivered hereunder shall be free from defects in material and workmanship under normal use and service for a period of one (c1) year from the date of shipment from Valence's facility. If BSA finds during such one year period: (i) Valence is notified promptly in writing upon discovery of any defect in the materials or work goods, including a detailed description of such defect; (ii) such goods are returned to be defectiveValence, the Contractor shall promptly F.O.B. Valence's facility; and (iii) Valence's examination of such goods discloses to Valence's satisfaction that such goods are defective and such defects are not caused by accident, abuse, misuse, neglect, alteration, improper installation, repair or replace such materials alteration by someone other than Valence, improper testing, or work as directed use contrary to any instructions issued by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder Valence; then within a reasonable time after delivery. Except as otherwise provided for in this AgreementValence shall (at its sole option) either repair, acceptance shall be conclusive except as regards latent defects, fraudreplace, or credit the Customer for, such gross mistakes as amount goods. Valence shall return any goods repaired or replaced under this warranty to fraudcustomer transportation prepaid, and reimburse Customer for the transportation charges paid by Customer for such goods. The performance of this warranty does not extend the warranty period for any goods beyond the period applicable to the goods originally delivered. Prior to any return of goods by the Customer pursuant to this Section, the Customer shall afford Valence the opportunity to inspect such goods at the Customer's location at the cost of the default party, or on a cost-sharing basis if no fault is found with either party, and any such goods so inspected shall not be returned to Valence without its prior written consent. The foregoing warranty constitutes Valence's exclusive liability, and the exclusive remedy of the Customer, for any breach of any warranty or other nonconformity of the goods covered by this acknowledgment. THIS WARRANTY IS EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY DISCLAIMED. 8. BREACH Any one of the following acts by Customer shall constitute a breach of Customer's obligation hereunder: (i) failure to make payment for any goods or services from Valence when due; (ii) failure to accept conforming goods or services supplied hereunder; (iii) the return of any goods shipped to Customer hereunder without the prior written consent of Valence; (iv) the filing of a voluntary or involuntary petition in bankruptcy against Customer, the institution of any proceedings in insolvency or bankruptcy (including reorganization) against Customer, the appointment of a trustee or receiver of Customer, or an assignment for the benefit of creditors of Customer; or (v) any other act by Customer in violation of any of the provisions hereof. In the event that Customer breaches in any manner set forth above, Valence may, by written notice to Customer, terminate the order covered hereby, or any part thereof, without any liability whatsoever. Customer shall pay all costs, including reasonable attorney's fees, incurred by Valence in any action brought by Valence to collect payments owing or otherwise enforces its rights hereunder.

Inspection and Acceptance. a. All work, including any services, ordered hereunder shall be subject to inspection and test at the Seller’s or lower-tier Subcontractor’s plant by L3Harris and L3Harris’ customer.. Notwithstanding prior test and inspection at Seller’s plant, all articles shall be subject to final acceptance at the L3Harris plant. Acceptance shall be conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in this Purchase Order. b. Seller warrants that the supplies and services rendered in performance of this Purchase Order shall conform to the requirements of this Purchase Order and to high professional standards in the field, and that any article delivered under this Purchase Order shall conform to the requirements of this Purchase Order and shall not be defective in material or workmanship. c. At any time during performance of this Purchase Order, and for a period of twelve (a12) BSA has months after the date of final acceptance of all articles and services called hereunder, L3Harris may require Seller to remedy by correction or replacement, as directed by L3Harris, any failure by Seller to comply with its obligations under Paragraph b. hereof. d. The Seller shall provide and maintain an inspection system acceptable to L3Harris, but approval of this system does not relieve the Seller of the obligation to make complete and adequate tests. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to L3Harris during Contract performance and for as long afterwards as the Contract requires. L3Harris reserves the right to inspect inspect, test, and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable count at all times and places whether during or after manufacture. The Seller shall provide and shall require lower-tier Subcontractors to provide all reasonable facilities for the safety and convenience of L3Harris personnel (including inspection and resident representatives) in the period performance of manufacturetheir duties. L3Harris further reserves the right to reject lots of material when samples drawn are at variance with the provisions set forth herein. e. The Government, through any representative authorized by the Contracting Officer, has the right, at all reasonable times, to inspect or otherwise evaluate the work performed or being performed hereunder and the premises in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the workwhich it is being performed. If BSA performs tests any inspection or inspections evaluation is made by the Government on the contractor’s premises of the Contractor or that of a subcontractorSubcontractor, the Contractor shall furnish, or cause provide and shall require his Subcontractors to be furnished, provide all reasonable facilities and assistance for the safe safety and convenient convenience of the Government representatives in the performance of these duties at no additional cost their duties. All inspections and evaluations shall be performed in such a manner as shall not unduly delay the work. Inspection and evaluation of technical documentation as well as hardware items shall be performed. Deliverable hardware shall be made available to BSA. BSA assumes no contractual obligation the Government to perform any test or inspection for evaluate the Contractor’s benefit unless specifically set forth elsewhere performance in this Agreement. BSA’s failure to inspect the items preparation of technical documentation. f. Seller warrants that the supplies and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere used or delivered in performance of this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to Purchase Order will conform to the applicable drawings, specifications, or other requirements of this AgreementPurchase Order, that the supplies delivered hereunder will be of good quality, material, and workmanship, merchantable and free of defects and that the services provided hereunder will be performed in a workmanlike manner and to the highest standards of the industry. The Contractor Rejected work may, at the option of L3Harris, be returned to Seller at Seller’s expense for outbound and inbound shipments with risk of loss or damage upon the Seller, or be accepted with an equitable adjustment in price. Upon rejection, Seller shall maintain complete records immediately refund previous payments or issue a credit memorandum for rejected items. Rejected items shall not be resubmitted for acceptance without a concurrent notice of all inspections and make them available to BSA during performance and for as long as this Agreement requiresthe prior rejection. (c) If BSA finds g. The Buyer reserves the materials right to charge to the Seller any additional cost incurred by the Buyer due to inspection or work to be defective, tests when the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is articles are not ready for at the time such inspection or if prior rejection makes tests are requested by the Seller, or when reinspection or retest necessaryis necessitated by prior Xxxxx rejection of unacceptable articles. h. If, BSA after request by L3Harris, the Seller fails to promptly replace or correct any rejected article, L3Harris (1) may replace or correct such article, and charge to the Contractor Seller the additional cost incurred by L3Harris thereby, or (2) may, without further notice, terminate this Purchase Order for default, in accordance with Clause 7, entitled “Default Termination.” The foregoing remedies shall in no way preclude or prejudice the exercise of test and/or inspectionany other right or remedy that L3Harris may have at law or in equity. i. Responsibility for and risk of loss of and damage to supplies to be delivered by Seller hereunder shall be upon Seller until final acceptance, except for loss or damage caused by negligence of L3Harris. The Contractor foregoing remedies shall not tender in no way preclude or prejudice the exercise of any other right or remedy that L3Harris may have at law or in equity. j. The Seller agrees to include this Clause 5 in any lower-tier Subcontracts, excluding Orders for acceptance corrected or rejected standard commercial items or services without disclosing raw materials, issued in the former rejection or requirement for correction, and shall disclose the corrective action takenperformance of this Purchase Order. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has All goods procured under this Purchase Order will be subject to inspection and testing as prescribed in this Purchase Order by Buyer and its Client or assignees at the right manufacturer’s plant, as well as at the place of destination. All costs of testing necessary to inspect and test all items substantiate that the goods and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to provided under the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnish, or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to Purchase Order conform to the drawings, specifications, and contract requirements listed shall be borne by Seller. The inspection or acceptance or payment of Buyer for any part or percentage of the goods described herein will not relieve or release Seller from any obligations or liabilities under this Purchase Order. DELIVERY Time is of the essence in the performance of this AgreementPurchase Order. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds the materials or work to be defective, the Contractor shall promptly repair or replace such materials or work as directed by BSA at no increase in the agreement price. The Contractor Seller shall bear the transportation costrisk of loss or damage to goods and materials until they are delivered in conformity with the Purchase Order and accepted by Buyer. If the Contractor fails to act as directed within 10 days from BSA’s written noticeShipment shall be made F.O.B. Buyer's address prescribed in this order, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as unless a result and/or terminate the Contractor for default. If the Contractor different F.O.B. point is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action taken. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after deliveryprescribed. Except as otherwise provided for expressly set forth herein, title in all goods supplied hereunder shall vest in Buyer, and all risk of loss on all conforming goods shipped will pass to Buyer, only upon final acceptance by Buyer at Buyer’s designated facility. Seller shall comply with all applicable federal, state, and local laws, Government orders, and regulations (“Applicable Laws”) in the performance of this AgreementPurchase Order, acceptance shall be conclusive except including but not limited to the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder. Seller will not knowingly employ an unauthorized alien (as regards latent defectsdefined in subsection (h)(3) of the Immigration Reform and Control Act of 1986) where such alien was hired after November 6, fraud1986, or such gross mistakes as amount where it has come to fraudtheir attention that an alien has become an unauthorized alien after that date. Seller also warrants that all goods and services furnished under this Purchase Order will conform to and comply with all Applicable Laws. Seller shall indemnify, defend, and hold Buyer harmless from and against any and all claims, costs, damages, and expenses (including actual attorney's fees) incurred directly or indirectly due to Seller’s failure to comply with Applicable Laws.

Inspection and Acceptance. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) BSA has the right to inspect and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to the extent practicable at all times and places including the period of manufacture, and in any event prior to acceptance. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the declare Contractor shall furnish, or cause to be furnished, all reasonable facilities in breach and assistance for terminate the safe and convenient performance of these duties Order; (b) demand replacement Product from Contractor at no additional cost to BSA. BSA assumes no contractual obligation to perform any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall not relieve the Contractor from responsibilityPurchasing Entity; or, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contractor shall maintain complete records of all inspections and make them available to BSA during performance and for as long as this Agreement requires. (c) If BSA finds continue the materials or work to be defective, cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall promptly repair or replace such materials or work as directed by BSA at pay all costs related to the preparation and shipping of DocuSign Envelope ID: 62B80F6D-84BD-4E43-A453-7A956D12B824 Product returned pursuant to the section. No Product shall be deemed Accepted and no increase in charges shall be paid until the agreement pricestandard of performance is met. The Contractor warranty period shall bear the transportation cost. If the Contractor fails to act as directed within 10 days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenbegin upon Acceptance. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.

Inspection and Acceptance. (a) BSA has Corporation shall have access to and the right to inspect all material, equipment and test all items and services (including, but not limited to, raw materials, components, intermediate assemblies and end products) to work during the extent practicable at all times and places including course of performance of the period of manufacture, and in any event prior to acceptanceSOW. BSA shall perform inspections and tests in a manner that will not unduly delay the work. If BSA performs tests or inspections on the contractor’s premises or that of a subcontractor, the Contractor shall furnishreplace, without charge, any material or cause to be furnished, all reasonable facilities and assistance for the safe and convenient performance of these duties at no additional cost to BSA. BSA assumes no contractual obligation to perform correct any test or inspection for the Contractor’s benefit unless specifically set forth elsewhere in this Agreement. BSA’s failure to inspect the items and services shall workmanship found by Corporation not relieve the Contractor from responsibility, nor impose liability on BSA, for nonconformity. (b) If BSA specifies an inspection system elsewhere in this Agreement, the Contractor shall provide and maintain such inspection system and deliver only those items and services that have been found to conform to the requirements of this Agreement. The Contract unless Corporation consents to accept such material or workmanship with an appropriate reduction in the price. 4.7.1 When the work has reached substantial completion, Contractor shall maintain complete records notify Corporation and request a walk-through inspection by Corporation. Contractor shall provide Corporation a list of all inspections work to be completed following the inspection. Based on its walk-through inspection, Corporation shall develop and 4.7.2 Upon completion of the work on the Punch List, Contractor shall notify Corporation and make them available request a final inspection. In the event Corporation determines that the work performed by Contractor is not acceptable, Contractor shall continue to BSA during performance perform all work necessary to complete the Punch List to Corporation’s satisfaction and for as long as this Agreement requiresapproval. 4.7.3 Final Acceptance (as further described in this section, “Final Acceptance”) by Corporation shall be made as promptly as practicable after completion, inspection and regulatory certification of the SOW as required herein. Acceptance shall be final and conclusive, excluding latent defects, fraud or gross mistakes, or with respect to Corporation’s rights under Section 4.8 – Warranty. Final Acceptance shall be evidenced by Corporation’s certification to the Contractor that all work has been completed, inspected and accepted by Corporation, including delivery to Corporation (a) copies of all permits and associated approvals obtained by Contractor, (b) original copies of all Lien Waivers required to be provided per the Section titled “Liens”, and (c) If BSA finds the materials or work all other deliverables (including as-built drawings, warranties, spare parts, attic stock, and manuals) required to be defective, delivered per the SOW. 4.7.4 Contractor shall promptly repair notify Corporation when the SOW has been completed. If Corporation determines the SOW to have been performed to satisfaction, Corporation shall instruct Contractor to submit for final payment. If Company finds any defect or replace noncompliance with the SOW, it shall deliver a written notice to Contractor stating such materials defects or work noncompliance. Contractor shall remedy the issues identified as directed soon as possible at Contractor’s expense. Corporation’s acceptance and approval of SOW shall constitute “Final Acceptance” but shall not waive Contractor’s responsibility to correct defects in SOW identified by BSA Corporation at no increase any time in the agreement price. The future per the Section 4.8 Contractor shall bear deliver to Corporation an Unconditional Waiver and Release upon final payment in the transportation cost. If the form provided by California Civil Code Section 8138 on behalf of itself and every Contractor fails to act as directed party performing work under this Contract within 10 ten (10) days from BSA’s written notice, BSA may repair or replace such materials or work by contract or otherwise and assess the Contractor the excess cost it incurred as a result and/or terminate the Contractor for default. If the Contractor is not ready for inspection or if prior rejection makes reinspection or retest necessary, BSA may charge the Contractor the additional cost after receipt of test and/or inspection. The Contractor shall not tender for acceptance corrected or rejected items or services without disclosing the former rejection or requirement for correction, and shall disclose the corrective action takenfinal payment. (d) BSA shall effect acceptance of all materials and services ordered hereunder within a reasonable time after delivery. Except as otherwise provided for in this Agreement, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.