Common use of INSPECTION AND ACCEPTANCE Clause in Contracts

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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.

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, 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, Contractor within thirty (30thirty(30) calendar days following delivery, 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.

INSPECTION AND ACCEPTANCE. Where The Contract Work (which term throughout this Inspection and Acceptance Clause includes, without limitation, raw materials, components, intermediate assemblies, data, manufacturing processes, services, and quality systems) shall be subject to inspection and testing by Buyer, the Master Agreement, a Participating AddendumCustomer, or an Order does not otherwise specify a process for inspection Regulatory Bodies having jurisdiction over the Vessels or the Contract Work at all places 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 including, but not limited to, Seller’s and its Suppliers’ facilities. Buyer and Seller shall provide each other with timely advance notification of all visits and requests for visits by Regulatory Bodies. After notification and Buyer’s acceptance of specific scheduled inspections or tests, if Seller is not ready to monitor perform the inspections or tests at the designated time(s), then Seller shall reimburse Buyer for its costs incurred for labor and evaluate performancetravel to attend the inspections or tests. The Customer may, compliancefrom time to time, and quality assurance requirements under this Master Agreementdesignate certain Contract Work for source inspection. Upon deliverysuch designation, Seller shall furnish advance notification of the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may time (i) when Seller’s inspection or tests will 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 performed in accordance with the terms and conditions of the Contract and (ii) when the Contract Work will be ready for source inspection. The period and method of the advance notification, and the Customer representative to whom it shall be furnished, shall be specified by the Customer, but shall not require more than 2 workdays of advance notification if the Customer representative is in residence in Seller’s plant, nor more than 7 workdays in other instances. Approval by the Customer and/or Buyer as required under the Contract and applicable specifications shall not relieve Seller of its obligation to comply with the specifications and with all other requirements of the Contract, nor shall it impose upon the Customer or Buyer any liability it would not have had in the absence of such approval. Acceptance of delivery of the Contract Work does not alone constitute acceptance of performance under the Contract. The inspection or testing of any portion of the Contract Work does not relieve Seller from its responsibility to correct defects or non-conformities which may be discovered in Contract Work not inspected or tested or which is discovered during the Guaranty Period. If the Contract Work is not ready at the time specified by Seller for inspection or testing, Buyer may deduct from the Contract Price the additional costs to Buyer of inspection or testing. Buyer may further deduct from the Contract Price any reasonable costs to Buyer of inspection or testing when prior rejection makes re-inspection or re-test necessary. Seller shall provide and maintain an inspection system and documentation in accordance with Seller’s mandatory document control and records retention procedures (i.e., records of all inspection work by Seller shall be kept complete and available to the designated Quality Assurance Representative during the performance of Contract Work). Final acceptance or rejection of Contract Work shall be made as promptly as practicable, but no later than 60 days after Delivery of Contract Work to the delivery point or upon completion of performance and inspection of the Contract Work as applicable. If any inspection or testing is performed on Seller’s (or its Suppliers) premises, Seller, without additional charge, shall provide reasonable facilities and assistance for the safety and convenience of inspectors in the performance of their duties. The failure to inspect and accept or reject the Contract Work shall neither relieve Seller from responsibility for performing the Contract Work, nor impose liability on Buyer. Seller shall be solely responsible for any reduction in value of samples used in any inspection or test. Buyer may reject nonconforming Contract Work. Seller shall have a reasonable opportunity to examine the Contract Work before it is rejected. Contract Work, which has been rejected, shall not be re-tendered for acceptance until the defect or nonconformity is corrected. The Contract Work shall be accepted when, upon final inspection and testing, it is found to conform to the Contract. If at any time prior to such acceptance, the Contract Work is found to be defective in material or workmanship, or otherwise does not conform to the Contract, Seller shall correct or replace such defective Contract Work at Seller’s expense. This right specifically extends to, without limitation, any period after acceptance of the Contract Work and prior to commencement of the Guaranty Period. Any and all such defects shall be corrected and made good within the stated notice by Xxxxx to Seller. In this respect, Xxxxxx agrees and acknowledges that there will be instances where immediate corrections are going to be mandated during sea trials. If any such defect is discovered between the Vessel’s acceptance trials and Delivery of the Vessel to the Customer, any and all such defects shall be corrected and made good as soon as practical, as determined by Buyer in its sole discretion, after notice thereof by Buyer to Seller. Final acceptance of the Vessel by the Customer shall be conclusive except for Seller’s warranty and Guaranty obligations during the Guaranty Period and except with respect to latent defects, fraud or gross mistakes amounting to fraud. In such cases, Buyer, in addition to any other rights and remedies provided by law, or under other provisions of the applicable commercial codeContract, and shall have the Contractor is liable for any resulting expense incurred by the Purchasing Entity related right in its sole discretion 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, Seller (i) at no increase in Order amountthe Contract Price, to repair or replace the defective or nonconforming Contract Work at the original point of delivery, or at Seller’s plant, or at the location of the Vessel at Buyer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between Seller and Buyer; provided, that Buyer may require a reduction in Contract Price if Seller fails to meet such delivery schedule, or (ii) within a reasonable time after receipt by Seller of notice of defects or nonconformance, to repay such portion of the Contract as is equitable under the circumstances if Buyer elects not to require correction or replacement. When defects Contract Work is returned to Seller, Seller shall bear the transportation cost from the original point of delivery to Seller’s plant and return to the original point when that point is not Seller’s plant. If Seller fails to perform or act as required in (i) or (ii) above and does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure, Buyer shall have the right to replace or repair such Contract Work and charge to Seller the cost occasioned Buyer thereby. If Seller fails to promptly replace or correct rejected Contract Work, Buyer may (i) correct such Contract Work on Seller’s account, including without limitation by re-performance, repair or replacement of such Contract Work, (ii) equitably reduce the Contract Price to reflect the reduced value of any defective Contract Work accepted by Buyer that 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; repair or replacement, 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 (30iii) 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 terminate for default as provided in the Master Agreement for ascertaining that Default Clause. Seller authorizes Buyer, its affiliates, agents and its Suppliers, and the Product meets Customer and the standard Customer’s subcontractors, to repair, reconstruct or rebuild the Contract Work using Seller’s applicable intellectual property without payment 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 royalty 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 compensation 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceSeller.

INSPECTION AND ACCEPTANCE. Where If Buyer so requests Buyer shall be notified by Madern of 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 date on which Madern believes the Goods to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access materially conform to the Lead State, or relevant criteria for shipment to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor Buyer’s site and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity Buyer then shall have 30 five (5) business days from the date notified by Madern to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve inspect 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, Goods at no increase in Order amount. When defects cannot be corrected by reMadern’s relevant plant-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 site before delivery, of non-acceptance of a Product or completion of Service. In the event that Buyer inspects the Contractor has not been notified within 30 calendar Goods Buyer shall have five (5) business days from delivery the date of Product or completion inspection using Madern’s specifications as the metric for evaluating the Goods, to provide Madern with a written notice of Serviceany defects in the Goods. Madern shall then use commercially reasonable efforts to correct any defects identified by Buyer. In the event Buyer does not notify Madern of any defects within five (5) business days, then the Product and Services Goods will be deemed accepted on the 31st day after delivery of Product or completion of Servicesand ready for Delivery and shipment FCA Madern’s plant. This clause shall not be applicable, if acceptance testing If Buyer has timely so requested and corresponding terms have been mutually agreed subject 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 Buyer fulfilling its obligations set forth in this Agreement, Madern shall install the Master Agreement for ascertaining Goods at the Site on the terms and conditions set forth in Madern’s order confirmation. Madern shall provide its specifications of use of the Goods. Madern shall perform the Acceptance Tests, if any, listed in the relevant Exhibit. When Madern believes that the Product meets Goods and installation materially conform to the standard of performance prior to Acceptance by criteria as defined in the Purchasing Entity. If Acceptance Testing is prescribedrelevant Exhibit, 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 Buyer 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 Testingso notified. 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 Buyer shall have fifteen (15) calendar business days from the date of such notification to cure provide Madern with written notice of any defects in the standard of performance issue(s)Goods and/or their installation. If Buyer discovers any damage or defects Buyer shall within such fifteen (15) days period notify Madern in writing of any damage to or defects in the Goods, specifying in detail the nature of such damage or defects. If Madern agrees with Buyer’s notice, Madern will use commercially reasonable efforts to correct said defects. If Madern does not agree with Buyer’s notice, the parties shall negotiate in good faith to resolve Buyer’s objections. Buyer will be deemed to have accepted the Goods if written notice of damage or defects is not sent to Madern within this fifteen (15) day period. If Madern does not install the Goods and Buyer has not inspected the Goods prior to shipment FCA from Madern’s plant, Buyer shall inspect the Goods for damages or defects within fifteen (15) days after receipt of the cure Goods at the Site. Buyer shall use Madern’s specifications as the metric for evaluating the Goods. If Buyer discovers any damage or defects, Buyer will, within such fifteen (15) day period, notify Madern in writing of any damage to or defects in the Product still has Goods, specifying in detail the nature of such damage or defects. If Madern agrees with Buyer’s notice, Madern will use commercially reasonable efforts to correct said defects. If Madern does not met the standard of performanceagree with Buyer’s notice, the Purchasing Entity may, at its option: (a) declare Contractor parties shall negotiate in good faith to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractorresolve Buyer’s objections. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall Buyer will be deemed to have Accepted and no charges shall be paid until the standard Goods if written notice of performance damage or defects is met. The warranty period shall begin upon Acceptancenot sent to Madern within this fifteen (15) day period.

INSPECTION AND ACCEPTANCE. Where A. Products purchased pursuant to this Agreement shall be subject to inspection and testing by Issuing Party, which shall occur within [*] business days of receipt, with a goal to reduce same to [*]. Unless otherwise specified in the Master AgreementPurchase Order, a Participating Addendumfinal inspection and acceptance of Product by Buyer shall be at Buyer's, Buyer's Affiliates, or an Order does not otherwise specify a process for inspection and Acceptance, this section governsBuyer's Authorized Agent's facilities. This section is not intended to limit rights and remedies under Buyer reserves 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, Product which 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 requirementsthe Specifications and the Quality Agreement, if any. Buyer may either return non-conforming Product for full credit of the Purchasing Entity may purchase price plus any transportation charges paid by Buyer to prevent line-down situations, or require the Contractor to perform the services again in conformity with contract requirementsprompt repair or replacement, 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 deliverySeller's option, of non-acceptance conforming Product, which rights shall be in addition to such other rights as Buyer may have in law or equity. Repaired or replaced Product-shall be subject to the same inspection and warranty provisions of a this Agreement as Product or completion of Serviceoriginally delivered under any Purchase Order. In the event that non-conforming Product is received by Issuing Party, the Contractor Seller will be notified and a satisfactory remedy will be negotiated. Remedial action will include Corrective Action Reports (CARs), Return Material Authorizations (RMAs), and a plan to proceed. If non-conforming Product is received, Issuing Party will provide Seller with the opportunity to remedy. Issuing Party has not been notified within 30 calendar days from delivery the right to immediately "screen" such Product to prevent a line-down situation. However, the Issuing Party will supply the Seller an estimation of the amount of Product to be screened, along with the costs involved. The-actual labor costs will be applied for each direct labor man-hour expended by Buyer, Buyer's Affiliates, or completion Buyer's Authorized Agents, and the actual costs of Servicesupplies. In the event a subcontractor is needed for additional inspection and/or screening, the Product and Services actual cost incurred by Buyer, Buyer's Affiliates, or Buyer's Authorized Agents 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related charged to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceSeller.

INSPECTION AND ACCEPTANCE. Where STATE and its authorized and designated representative shall at all times be allowed access to all parts of the Master AgreementOperations and Areas of Operations of PURCHASER, as STATE may determine to be necessary or desirable to make a Participating Addendumcomplete and detailed inspection of the Operations and PURCHASER’s compliance with all terms and conditions of this Contract. STATE shall be furnished operation progress status or other information and assistance by PURCHASER, or an Order does 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 otherwise specify a process for inspection and Acceptanceacceptable to STATE, this section governsshall advise PURCHASER in writing of the particular defects to be remedied before final acceptance by STATE can be granted. This section is Section 1320. Assignment of Contract. PURCHASER shall not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access to the Lead Stateassign, sell, or to any other authorized agent transfer rights, or official delegate responsibilities under this Contract, in whole or in part, without the prior consent of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, complianceSTATE. 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 quality assurance requirements under this Master Agreement. Upon delivery, any transferee shall be considered the Purchasing Entity shall have 30 days agent of the PURCHASER and bound 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 perform in accordance with the provisions of Contract. PURCHASER shall remain liable as between the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related original parties to the preparation and shipping of Product rejected and returned, or Contract as if no assignment had occurred. PURCHASER agrees to pay STATE a $250 administrative fee 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptanceprocessing each assignment.

INSPECTION AND ACCEPTANCE. Where Avanade may inspect and test the Master AgreementProducts and Services at any time at the place of manufacture, a Participating Addendumprior to shipment and upon receipt or at such time or place as it shall choose, or an Order does not otherwise specify a process notwithstanding its having paid for the Products and Services prior to inspection. Products and Services shall be subject to final inspection and Acceptance, this section governsacceptance at Avanade’s or its Affiliates’ facility. This section is Payment for Products and Services ordered hereunder shall not intended to limit rights constitute acceptance. Products and remedies under the applicable commercial code. Contractor Services shall provide right be deemed accepted by Avanade if Avanade has not given notice of access to the Lead State, or to any other authorized agent or official rejection within a reasonable time after receipt of the Lead State Products at Avanade’s facilities 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 performance of the applicable commercial code, and the Contractor is liable for Services (but in 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 event 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 less than thirty (30) calendar days following deliveryafter 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 non-any examination). The process of inspection shall neither be deemed to constitute 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 Products and Services will nor shall it be deemed accepted on a waiver of any of Avanade’s rights and remedies under applicable law. Failure to inspect the 31st day after delivery of Product or completion of Services. This clause Products and Services shall not be applicabledeemed 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, if acceptance testing and corresponding terms have been mutually 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 by both parties in writingsection 30(2A) of that Act. Acceptance Testing Any Deliverables rejected under the above paragraph must at Avanade's request be replaced or reperformed as the case 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 EntityVendor at the Vendor’s expense. If Acceptance Testing is prescribedAlternatively, this subsection applies Avanade may elect (at Avanade's option) to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(scancel 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) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance covered by the Purchasing EntityPurchase Order. The Acceptance Testing period 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 thirty (30) calendar days or other time period identified in this Master Agreement or entitled to return any Products to 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 Vendor 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 full refund within fifteen (15) calendar days of delivery without incurring any costs or charges whatsoever. Vendor agrees 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) declare Contractor permit Avanade to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related have access to the preparation and shipping Vendor’s facilities at all reasonable times for the purpose of Product returned pursuant inspecting the Products or Services set forth in the Purchase Order or work in process for production of such Products or Services and/or audit including but not limited to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard audits necessary to comply with applicable laws or verification of performance is met. The warranty period shall begin upon Acceptanceany certifications required by Avanade.

INSPECTION AND ACCEPTANCE. 6.1 Where any annexed Technical Specifications state what inspections and tests are required and where they will be carried out, those terms will prevail in the Master Agreement, a Participating Addendum, event of any inconsistency with the provisions in this Article. 6.2 IOM or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended its representative shall have the right to limit rights and remedies under inspect and/or test the applicable commercial code. Contractor shall provide right of access Goods at no extra cost to IOM at the Lead State, or to any other authorized agent or official premises of the Lead State or other Participating or Purchasing EntitySupplier, at reasonable times, in order to monitor the point of delivery or at the final destination. The Supplier shall facilitate such inspections and evaluate performance, compliance, and quality assurance requirements under this Master Agreementprovide required assistance. Upon delivery, the Purchasing Entity 6.3 IOM shall have 30 (thirty) calendar days after proper receipt of the Goods purchased to inspectinspect them and either accept or reject them as non-conforming with this Agreement. Products that do not meet specifications Based on an inspection of a valid sample, IOM may reject the entire delivery. IOM may also charge the cost of inspecting rejected Goods to the Supplier. All rejected Goods will be rejectedreturned to the Supplier, transportation charges collect, or held by IOM for disposition at Supplier's risk and expense. Failure IOM’s right to reject upon receipt, however, the Goods shall not be limited or waived by the Goods having been previously inspected or tested by IOM prior to delivery. 6.4 The Supplier agrees that IOM’s payment under this Agreement shall not be deemed acceptance of any Goods delivered hereunder. 6.5 The Supplier agrees that any acceptance by IOM does not relieve release the contractor Supplier from any warranty or other obligations under this Agreement. 6.6 Title to the Goods shall pass to IOM when they are delivered and accepted by IOM. Risk of liability loss, injury, or destruction of the Goods shall be borne by the Supplier until title passes to IOM. 7. Adjustments 7.1 IOM reserves the right to change at any time the quantities, packaging, unit size, place, method and/or time of delivery or the Incidental Services to be provided. Where the Goods are being specifically produced for material (nonconformity that substantially impairs value) latent IOM, IOM may also make changes to the drawings, designs or hidden defects subsequently revealed when goods are put specifications. 7.2 The Supplier agrees to use. Acceptance of such goods may be revoked proceed with this Agreement in accordance with any such change(s) and to submit a claim request for an equitable adjustment in the provisions of the applicable commercial code, and the Contractor is liable for Price or delivery terms caused by such change(s). 7.3 IOM may deem any resulting expense incurred claim by the Purchasing Entity related to Supplier for equitable adjustments under this Article waived unless asserted in writing within 10 (ten) days from the preparation and shipping date of Product rejected and returnedreceipt by the Supplier of IOM’s change(s). 7.4 No change in, modification of, or for which Acceptance is revokedrevision to this Agreement shall be valid unless made in writing and signed by an authorized representative of IOM 8. If any services do not conform to contract requirementsPackaging 8.1 The Supplier must provide proper and adequate packaging in accordance with best commercial practice, 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 the Goods being delivered to contract requirements; IOM will be free of damage. Packaging must be adequate to allow for rough handling during transit, exposure to extreme temperatures, salt and reduce precipitation during transit and open storage, with consideration for the contract price type of Goods and transportation mode. IOM reserves the right to reflect reject any delivery that is deemed not to have been packaged adequately. 8.2 Packing, marking and documentation shall comply with any requirements or instructions notified by IOM 9. Warranties The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the reduced value Supplier that may develop under normal use of services performedthe supplied Goods in the conditions prevailing in the country of final destination. This warranty shall remain valid for 12 (twelve) months after the Goods have been delivered to and accepted at the final destination indicated in the Agreement. The Supplier warrants that all Goods supplied under this Agreement are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Agreement. All Goods/Services delivered under this Agreement will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under this warranty. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty period shall begin upon Acceptancewill not be considered a waiver of the Supplier’s warranty. The Purchasing Entity will make every effort Supplier further represents and warrants that: It has full title to notify the ContractorGoods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within thirty (30) calendar days following deliverythe stipulated completion period, the delivery of non-acceptance the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of a Product IOM; No official, employee or completion agent of Service. In IOM or any third party has received from, will be offered by, or will receive from the event that the Contractor Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been notified within 30 calendar days from delivery declared by IOM ineligible to be awarded Agreements by IOM; It shall abide by the highest ethical standards in the performance of Product this Agreement, which includes not engaging in any discriminatory or completion of Service, exploitative practice or practice inconsistent with 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 rights set forth in the Master Agreement Convention on the Rights of the Child; The prices 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 Goods under this Master Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this 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 Supplier shall be thirty (30) calendar days not accept for its own benefit any trade commission, discount or other time period identified similar payment in connection with activities pursuant to this Master Agreement or the Participating Addendumdischarge of its obligations hereunder. The Supplier shall ensure that any subcontracts, starting from as well as the day after officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration. The Supplier further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement ( “other personnel”). For the Product purpose of this Agreement, SEA shall include: 1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. 2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is delivered orlegally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries Report timely to IOM any allegations or suspicions of SEA, if installedand investigate and take appropriate corrective measures, including imposing disciplinary measures on the day after the Product is installed and Contractor certifies person who has committed SEA. Ensure that the Product is ready SEA provisions are included in all subcontracts. Adhere to above commitments at all times. Failure to comply with (a)-(d) shall constitute grounds for Acceptance Testingimmediate termination of this Agreement. If 9.8 The above warranties survive the Product does not meet the standard expiration or termination 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 metthis Agreement. 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance10.

INSPECTION AND ACCEPTANCE. Where the Master Agreement, BUYER may inspect and test all or 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 sample of the Lead State Products or other Participating or Purchasing EntityServices at all reasonable times and places, at reasonable times, in order to monitor and evaluate performance, complianceincluding the period of manufacture, 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 all or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions any portion of the applicable commercial code, and Products or Services if it determines the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, Products or for which Acceptance is revokedServices are nonconforming or defective. If any services do not conform inspection or test required by BUYER to contract requirementsbe made on SUPPLIER's or its subcontractor's premises, SUPPLIER shall provide all reasonable facilities and assistance for the Purchasing Entity may require the Contractor safety and convenience of inspectors designated by BUYER without additional charge. All Products or Services are subject to perform the services again in conformity with contract requirements, final inspection and acceptance 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 BUYER's premises or other specified place 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 delivery notwithstanding any payments 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 other prior to Acceptance by the Purchasing Entityinspections. If Acceptance Testing is prescribedBUYER rejects any portion of the Products or Services, this subsection applies BUYER has the right, effective upon written notice to applicable Products purchased under this Master AgreementSUPPLIER, 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) declare Contractor to be rescind the Purchase Order in breach and terminate the Orderits entirety; (b) demand replacement Product from Contractor accept the Products or Services at no additional cost to Purchasing Entitya reasonably reduced price; or, or (c) continue reject the cure period 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 an additional time period agreed upon by all related expenses, including, but not limited to, transportation charges for the Purchasing Entity return of the defective Products and the Contractordelivery of replacement Products or Services. Contractor If SUPPLIER fails to timely deliver replacement Products or Services, BUYER may replace them with goods or services from a third party and charge SUPPLIER the cost thereof and terminate the Purchase Order for cause. Any inspection or other action by BUYER under this Section shall pay all costs related not reduce or otherwise affect SUPPLIER’s obligations under the Purchase Order, and BUYER shall have the right to the preparation and shipping of Product returned pursuant to the sectionconduct further inspections after SUPPLIER has carried out its remedial actions. No Product Except as otherwise provided herein, SUPPLIER shall be deemed Accepted and no charges responsible to correct, at its expense, all latent defects, which cannot be discovered by BUYER through reasonable inspection methods or time of use. Payment for all or any part of the Products or Services shall be paid until the standard not constitute acceptance or waiver of performance is metany warranty. The warranty period Inspection or failure to inspect at destination shall begin upon Acceptancenot affect any warranty.

INSPECTION AND ACCEPTANCE. Where the Master Agreement, a Participating Addendum, Inspection 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 rightful rejection 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 Goods must 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, made within thirty (30) calendar days following delivery, after Xxxxx’s receipt of non-acceptance of a Product or completion of Servicethe Goods. In the event that the Contractor has not been notified Buyer must notify Seller 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 such thirty (30) calendar 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 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 time period identified in this Master Agreement or identifying numbers (such as invoice number, date of invoice, etc.). Each request for return of Goods for credit should state the Participating Addendum, starting from the day after the Product is delivered or, if installedtype and quantity of Goods, the day after part numbers and the Product is installed and Contractor certifies that reasons for the Product is ready 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 Acceptance Testingreturn with a written explanation of the reason for rejection. If return authorization is granted, Buyer shall preserve, pack, package and handle the Product does not meet Goods so as to protect the standard Goods from loss, damage, deterioration, moisture, foreign matter or contamination. Buyer shall comply with best commercial practices to ensure arrival at destination at the lowest transportation cost, in the absence of performance during any specifications Seller may provide. ESD sensitive components or assemblies must be packaged in approved protective packages and labeled with 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)ESD caution symbol. If after Buyer returns Goods in accordance with the cure periodprocedures described above and Seller subsequently determines that such Goods are not defective or are not covered by warranty, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: then Seller may charge Buyer a twenty percent (a20%) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity restocking charge and the ContractorBuyer shall be responsible for all delivery costs. Contractor Risk of loss or damage to any Goods returned to Seller for adjustment shall pay all costs related to the preparation and shipping of Product 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 the sectionwarranty. No Product shall Otherwise, such charge will be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceBuyer’s responsibility.

INSPECTION AND ACCEPTANCE. Where Xxxxxxxx will inspect all the Master AgreementProducts for ------------------------- obvious physical damage upon receipt thereof, and will note any such damage on all accompanying shipping and other career documents, and shall notify Cerent of any such damage within [*]. Xxxxxxxx shall be responsible for the full value of any Products damaged during shipment for which Cerent is unable to recover payment from its insurer or the carrier because of Xxxxxxxx' delay in notifying Cerent. Xxxxxxxx may test any Product for a Participating Addendumreasonable period of time, and reject any Product that fails in any material way to meet such Product's Specifications after such testing period. Any Product not rejected within [*] of receipt of such Product by Xxxxxxxx (the "Rejection Period") will be ---------------- deemed accepted. To reject a Product, Xxxxxxxx will, within the Rejection Period, notify Cerent in writing or an Order does not otherwise specify by facsimile of its rejection and request a process for inspection Returned Material Authorization ("RMA"), and Acceptance, this section governs. This section is not intended to limit rights shall comply with Cerent's repair --- and remedies under return procedures set forth on the applicable commercial code. Contractor shall provide right attached Exhibit D. Within [*] of access to the Lead State, or to any other authorized agent or official receipt --------- of the Lead State or other Participating or Purchasing EntityRMA number, at reasonable timesXxxxxxxx will return to Cerent the rejected Product, freight prepaid, in order its original shipping carton with the RMA number displayed on the outside of the carton. Cerent reserves the right to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days refuse to inspect. accept any rejected Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve bear an RMA number on 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 outside of the applicable commercial codecarton. As promptly as possible but no later than [*] after receipt by Cerent of properly rejected Products, 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 mayCerent will, at its discretionoption and expense, continue Acceptance Testing on a day-to-day basis until either repair or replace the standard returned Products. Shipment 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) declare Contractor to be in breach and terminate the Order; (b) demand such repaired or replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product Products shall be deemed Accepted at Cerent's expense, except that a [*] fee will be imposed for returned Products that Cerent determines after testing are not defective and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptanceconform to Specifications.

INSPECTION AND ACCEPTANCE. Where Promptly upon the Master receipt of a shipment of Products, Distributor shall inspect the shipment for patently visible shortages, defects, damage or nonconformance with Purchase Order specifications. Within twenty (20) business days of receipt of shipments, Distributor shall notify Supplier in writing of any patently visible shortages, defects, damage or nonconformance with Purchase Order specifications that existed at the time of delivery. Supplier shall acknowledge receipt of such notices within two (2) business days. Distributor shall quarantine the Products in question for a period not to exceed two (2) weeks. Within the two week period, Supplier shall present a plan for recovery and remedy of the issues. If Supplier fails to provide a reasonable recovery and remedy plan within the two week quarantine period, Distributor may return the Products at Supplier’s cost and expense for credit and, by written notice to Supplier, rescind any pending order for Products. Supplier shall ensure that the recovery and remedy plan is completed and deliver for shipping, within twelve (12) weeks, a quantity of conforming Products to replace any that were in short supply, defective, damaged or not conforming with Purchase Order specifications at the time of delivery unless the Parties mutually agree that the conforming Products may be delivered as part of the next scheduled delivery. No inspection, tests, approval, design approval, or acceptance of the Products relieves Supplier from responsibility for warranty or any latent or patent defects, fraud, or negligence. Alternatively, at Distributor’s election, such inspection or testing may be completed by Distributor prior to the shipment of the Products. If inspection or testing is made on Supplier’s premises, Supplier will provide, without charge, all reasonable facilities and assistance required for the inspection and tests. All inspection and testing records, including sub-tier supplier records relating to the Products, will be maintained by Supplier and made available to Distributor during the performance of this Agreement, a Participating Addendum, or an Order does not otherwise specify a process and 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 reasonably longer periods if requested 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceDistributor.

INSPECTION AND ACCEPTANCE. Where the Master AgreementNotwithstanding any prior inspection or payments, a Participating Addendum, or an Order does not otherwise specify a process for all goods and services delivered hereunder shall be subject to final 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, acceptance 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 rejection by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. If State at 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, time within thirty (30) calendar days following deliveryafter delivery to the State. All items which are not in compliance with the specifications hereof, of non-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 two copies of a Product or completion correct invoice for the item are received at the address shown on the face of Servicethis Order. In the event that the Contractor has not been notified within 30 calendar Payment is due 60 days from delivery receipt of Product or completion 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 Servicethe invoiced charge, (v) the Product total invoiced amount, and Services will be deemed accepted on (vi) such detail as is reasonably necessary to permit the 31st day after delivery of Product or completion of Services. This clause shall not be applicableState to evaluate the work completed and the services performed, if acceptance testing any, including without limitation the number of hours worked and corresponding terms have been mutually agreed the applicable hourly rate. Amounts owed to by both parties the State due to rejections of goods or services or discrepancies 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 said invoices will be, at the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance State's option, fully credited against future invoices payable by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, State or substitute Product(s) and any Product(s) which are modified paid by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be Seller within thirty (30) calendar 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 against any amount payable by the State pursuant to this Order or any other transaction or occurrence. AUDIT RIGHTS: Seller agrees to maintain records relating to performance and billing by Seller under this Order fora period identified in of four (4) years after final payment under this Master Agreement or Order. During the Participating Addendum, starting from the day after the Product period of time that Seller is delivered or, if installedrequired to retain such records, 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 State or its representative may, at its discretionduring normal business hours, continue Acceptance Testing on a day-to-day basis until inspect and make extracts or copies of such records and other materials for purposes of confirming the standard accuracy 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptanceinvoices submitted hereunder.

INSPECTION AND ACCEPTANCE. Where STATE and its authorized representative shall at all times be allowed access to all parts of the Master AgreementOperations and Areas of Operations of PURCHASER, as STATE may determine to be necessary or desirable to make a Participating Addendumcomplete and detailed inspection of the Operations and PURCHASER’s compliance with all terms and conditions of this Contract. STATE shall be furnished operation progress status or other information and assistance by PURCHASER, or an Order does 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 otherwise specify a process for inspection and Acceptanceacceptable to STATE, this section governsshall advise PURCHASER in writing of the particular defects to be remedied before final acceptance by STATE can be granted. This section is Section 1320. Assignment of Contract. PURCHASER shall not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access to the Lead Stateassign, sell, transfer rights, or to any other authorized agent delegate responsibilities under this Contract, in whole or official in part, without the prior written consent of the Lead State STATE. Any attempt by PURCHASER to assign, sell, delegate, or other Participating transfer its interest in this Contract without such consent will be void and of no force or Purchasing Entity, at reasonable times, in order to monitor effect. STATE will consent only when assignment is consistent with STATE's fiduciary duties and evaluate performance, compliancewithin the best interests of STATE. No such written approval shall relieve PURCHASER of any obligations under this Contract, and quality assurance requirements under this Master Agreement. Upon delivery, any transferee shall be considered the Purchasing Entity shall have 30 days agent of the PURCHASER and bound 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 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 applicable commercial codebenefit 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 Contractor is liable for Operations, such subcontracting shall in no way relieve PURCHASER of any resulting expense incurred 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 Purchasing Entity related subcontractor. PURCHASER shall take all reasonable steps to the preparation cause its contractor(s), if any, to indemnify, defend, save and shipping of Product rejected hold harmless STATE and returnedits 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 which Acceptance is revokedClaims 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. If PURCHASER shall include in 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 subcontract under this Contract provisions to ensure that future STATE will receive the benefit of subcontractor’s performance conforms to contract requirements; and reduce as if 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptancesubcontractor were PURCHASER.

INSPECTION AND ACCEPTANCE. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for All Products shall be received subject to Buyer’s inspection and Acceptancetesting from time to time at all reasonable times and places, this section governs. This section is not intended to limit rights and remedies under including without limitation during the applicable commercial code. Contractor shall provide right period 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, compliancemanufacture, and quality assurance requirements under this Master Agreementin any event prior to acceptance. Upon delivery, the Purchasing Entity Buyer shall have 30 days a reasonable time to inspect. inspect the Products that do not meet specifications may be rejected. Failure to reject upon receiptafter arrival at their destination, 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 but 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 event less than thirty (30) calendar days following deliverydays. Upon notice, Buyer may make inspection visit(s) at the site where the Products are being designed or manufactured, or services are being performed. If Buyer determines that part of nonthe Products are not in accordance with Buyer’s instructions, specifications, drawings, and data or Seller’s warranties (express and implied), or otherwise unsatisfactory to Buyer in its reasonable discretion, Buyer has the right to (a) reject any such Products and cancel any unshipped portion of the applicable Order without charge or expense to Buyer, and Seller shall reimburse Buyer for any amounts paid by Buyer on account of the purchase price of such rejected Products, and Seller shall immediately reimburse Buyer for any damages incurred by Buyer in connection with Seller’s provision of such defective Products, or (b) require Seller to immediately replace all rejected goods at no extra cost to Buyer, re-perform any rejected services in a manner acceptable to Buyer, and reimburse Buyer for any damages incurred by Buyer in connection with Seller’s provision of such defective Products. Products rejected or those which are supplied in excess of quantities stipulated in any Order may be returned to Seller at Seller’s expense and risk of loss. Payment for the Products prior to inspection shall not constitute acceptance of a Product or completion of Servicethereof and shall be made without prejudice to any and all claims that Buyer may have against Seller. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product Products must be installed, tested, inspected or completion of Serviceassembled prior to commercial use, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause they shall not be applicabledeemed finally accepted until such installation, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing testing, inspection or assembly, as the case 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 be, indicates that the Product meets Products are in accordance with specifications and are operating properly. Nothing contained in an Order shall relieve Seller from its obligations of testing, acceptance and quality control. Seller will bear all risk of loss and will be responsible for any and all loss or damage to the standard Products until Buyer’s acceptance 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 mayProducts, 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related which point title to the preparation and shipping of Product returned pursuant Products will pass to Buyer. Buyer may inspect during regular business hours upon reasonable notice (other than in an emergency) Seller’s facilities where the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceProducts are made or performed.

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 inspect the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to useProduct(s). Acceptance of such goods may be revoked in accordance Products occurs after inspection and applies to all Products(s) (hardware and software) purchased under this Master Agreement, including any additional replacement or substitute Product(s) and any Product(s) which are modified by or with the provisions written approval of the applicable commercial code, and the Contractor is liable for any resulting expense incurred after Acceptance 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 AcceptanceParticipating Entity. 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. Products that do not meet manufacturer’s 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. Return of Products is subject to the Contractor’s applicable return policy, which shall be made available to Purchasing Entity prior to placement of an order. Any restocking fee may not exceed 15% of the purchase price. 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 cancel or modify the Order to remove the nonconforming services, shall be refunded any amounts paid for the nonconforming services, and may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements. The warranty period shall begin upon delivery. The Purchasing Entity and the Contractor shall determine if Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performanceis applicable and/or required for the purchase. Acceptance Testing means the process set forth in the Master Agreement agreed upon by Purchasing Entity and Contractor for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If The terms in regards to Acceptance Testing is prescribedwill be negotiated, this subsection applies to applicable Products purchased under this Master Agreementin writing, 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the sectionas mutually agreed. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period for Products subject to Acceptance Testing shall begin upon Acceptance.

INSPECTION AND ACCEPTANCE. Where The contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for work performed under the contract conforms to contract requirements. All work is subject to LCHA inspection and Acceptancetest 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 (1) 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 supplies, services, and construction required under this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor shall provide right of access contract to the Lead State, or to any other authorized agent or official extent practicable at all times and places during the term of the Lead State or other Participating or Purchasing Entity, at reasonable times, contract. The LCHA shall perform inspections in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, a manner that will not unduly delay 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 revokedwork. If any services do of the supplies, services, or construction does not conform to with contract requirements, the Purchasing Entity LCHA may require the Contractor contractor to perform the services work again in conformity with contract requirements, at no increase in Order amountthe contract price. When defects cannot be corrected by re-performance, the Purchasing Entity LCHA may require the Contractor contractor to take necessary action to ensure that That future performance conforms to contract requirements; requirements and reduce the contract price to reflect the reduced value of services the work 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 contractor fails to perform promptly the standard required work or to take the necessary action to ensure future performance of performance during the initial period of Acceptance Testingcontract in conformity with contract requirements, Purchasing Entity the LCHA may, at its discretionby contract or otherwise, continue Acceptance Testing on a day-to-day basis until perform the standard of performance work itself and charge the contractor any cost incurred that 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs directly related to the preparation performance of the work or terminate the contract for default. The presence or absence of the LCHA Inspector does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the specifications without the Contracting Officer’s written authorization. All instructions and shipping of Product returned pursuant approvals with respect to the section. No Product work shall be deemed Accepted and no charges shall be paid until given to the standard of performance is met. The warranty period shall begin upon AcceptanceContractor by the Contracting Officer.

INSPECTION AND ACCEPTANCE. Where Prior to delivery of the Master AgreementProducts, a Participating AddendumWherify will perform its standard test procedures or programs that are applicable to the Products. If Company desires to inspect the Products during the final test procedures performed by Wherify in relation to any shipment, Company shall request such inspection in writing and shall be responsible for any charges that may be associated with such inspections. Notwithstanding the inspection by Company during the final test procedures, Company reserves the right to inspect the Products after the arrival thereof at Company's facility. If any of the Products delivered fail to comply with the limited warranty in Section 8.1, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section the shipment is not intended to limit rights and remedies under in material conformity with the applicable commercial code. Contractor shall provide right of access corresponding order (other than with respect to the Lead Statedelivery date, but including with respect to any deficiencies in the number of Product received), 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 deliverycharges are not correct, the Purchasing Entity Company shall have 30 give Wherify written notice thereof within five business 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 receipt of such goods may be revoked in accordance with Products by Company, specifying the provisions of shipment, the applicable commercial codepurchase order number, and the Contractor is liable for any resulting expense incurred by exact nature of the Purchasing Entity related to discrepancy between the preparation order and shipping of Product rejected and returnedthe shipment, or for which Acceptance is revokedthe exact nature of the discrepancy in the shipping or other charges, as applicable. 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 All Products 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 by Company, and all shipments, and all shipping and other charges, shall be deemed correct, except to the 31st extent that the Company so notifies Wherify within such five business day after delivery period with respect to the shipment of Product Products. Wherify will arrange for the repair or completion replacement of Services. This clause shall not be applicable, if acceptance testing defective Products 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 supplementation in the Master Agreement event of a deficiency in the quantity of Products. Any and all the freight, duties, charges and other costs and expenses incurred for ascertaining such replacement and/or supplement shall be solely borne and paid by Wherify; provided that in the event Products are returned to Wherify and Wherify's analysis does not show that the Product meets the standard of performance prior Products did in fact fail 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 comply 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 limited warranty in this Master Agreement or the Participating AddendumSection 8.1, 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 Wherify may, at its discretionsole discretion (i) deem Company's rejection as a cancellation under Section 4.4 or (ii) return the relevant Products to Company; provided further that, continue Acceptance Testing on a dayin each case, Company shall bear and/or reimburse Wherify for any and all the freight, duties, charges and other costs and expenses incurred in connection with the shipments to and from Wherify. Products shall be returned to Wherify solely in accordance with Section 8.3 below. The Company's sole remedy, and Wherify's exclusive liability, for any non-to-day basis until the standard of performance is metconformance shall be as set forth in Section 8. Upon rejectionThe Company's sole remedy, the Contractor will have fifteen (15) calendar days and Wherify's exclusive liability, for any shortfall in or failure 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No ship Product shall be deemed Accepted and no charges that Wherify shall be use reasonable commercial efforts to ship the applicable Product and, if Wherify fails to do so, Wherify will provide a refund of the purchase Price if the purchase Price has been paid until by the standard of performance is met. The warranty period shall begin upon AcceptanceCompany to Wherify.

INSPECTION AND ACCEPTANCE. Where Avanade may inspect and test the Master AgreementProducts and Services at any time at the place of manufacture, a Participating Addendumprior to shipment and upon receipt or at such time or place as it shall choose, or an Order does not otherwise specify a process notwithstanding its having paid for the Products and Services prior to inspection. Products and Services shall be subject to final inspection and Acceptanceacceptance at Avanade’s or its Affiliates’ facility. Payment for Products and Services ordered hereunder shall not constitute acceptance. Products and Services shall be deemed accepted by Avanade if Avanade has not given notice of rejection within a reasonable time after receipt 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), this section governsexcept that no acceptance shall be deemed effective with respect to latent defects (whether or not known by the Vendor). This section is not intended The process of inspection shall neither be deemed to limit 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 applicable commercial codeProducts 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. Contractor Avanade’s failure to specify any defect or nonconformance in rejecting any or all of the Products and Services shall provide right 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. Vendor agrees to permit Avanade to have access to the Lead State, Vendor’s facilities at all reasonable times for the purpose of inspecting the Products 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 Purchase Order or work in process for ascertaining that the Product meets the standard production of performance prior such Products or Services and/or audit including but not limited to Acceptance audits necessary to comply with applicable laws or verification of any certifications required 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceAvanade.

INSPECTION AND ACCEPTANCE. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for All Products shall be received subject to Buyer’s inspection and Acceptancetesting from time to time at all reasonable times and places, this section governs. This section is not intended to limit rights and remedies under including without limitation during the applicable commercial code. Contractor shall provide right period 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, compliancemanufacture, and quality assurance requirements under this Master Agreementin any event prior to acceptance. Upon delivery, the Purchasing Entity Buyer shall have 30 days a reasonable time to inspect. inspect the Products that do not meet specifications may be rejected. Failure to reject upon receiptafter arrival at their destination, 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 but 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 event less than thirty (30) calendar days following deliverydays. Upon notice, Buyer may make inspection visit(s) at the site where the Products are being designed or manufactured, or services are being performed. If Buyer determines that part of nonthe Products are not in accordance with Buyer’s instructions, specifications, drawings, and data or Seller’s warranties (express and implied), or otherwise unsatisfactory to Buyer in its reasonable discretion, Buyer has the right to (a) reject any such Products and cancel any unshipped portion of the applicable Order without charge or expense to Buyer, and Seller shall reimburse Buyer for any amounts paid by Buyer on account of the purchase price of such rejected Products, and Seller shall immediately reimburse Buyer for any damages incurred by Buyer in connection with Seller’s provision of such defective Products, or (b) require Seller to immediately replace all rejected goods at no extra cost to Buyer, re-perform any rejected services in a manner acceptable to Buyer, and reimburse Buyer for any damages incurred by Buyer in connection with Seller’s provision of such defective Products. Products rejected or those which are supplied in excess of quantities called for herein may be returned to Seller at Seller’s expense and risk of loss. Payment for the Products prior to inspection shall not constitute acceptance of a Product or completion of Servicethereof, and shall be made without prejudice to any and all claims that Buyer may have against Seller. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product Products must be installed, tested, inspected or completion of Serviceassembled prior to commercial use, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause they shall not be applicabledeemed finally accepted until such installation, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. Acceptance Testing testing, inspection or assembly, as the case 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 be, indicates that the Product meets Products are in accordance with specifications and are operating properly. Nothing contained in an Order shall relieve Seller from its obligations of testing, acceptance and quality control. Seller will bear all risk of loss and will be responsible for any and all loss or damage to the standard Products until Buyer’s acceptance 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 mayProducts, 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related which point title to the preparation and shipping of Product returned pursuant Products will pass to Buyer. Buyer may inspect during regular business hours Seller’s facilities where the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptanceProducts are made or performed.

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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall 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 charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.

INSPECTION AND ACCEPTANCE. Where (i) The Purchaser shall have thirty (30) days after receipt by the Master AgreementPurchaser of Supplied Products shipped by the Supplier to inspect and test such Supplied Products. During such thirty (30) day period, the Purchaser shall store such Supplied Products in a Participating Addendummanner which preserves the integrity of such Supplied Products for commercial sale and use. If the Purchaser determines, or an Order does not otherwise specify a process for using inspection and Acceptancetesting procedures set forth in the Specifications, this section governs. This section is not intended that any such Supplied Products fail to limit rights and remedies under the meet any applicable commercial code. Contractor shall provide right of access to the Lead State, or to Specifications in 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 deliverymaterial way, the Purchasing Entity shall have 30 days to inspect. Purchaser may reject such Supplied Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve by notifying the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance Supplier in writing of such goods may be revoked rejection and the reasons for such rejection. The Purchaser shall, as directed by the Supplier, destroy or return any rejected Supplied Products in accordance with the provisions Supplier's then-standard procedures for destruction or return of rejected products manufactured by Supplier. Provided that the applicable commercial codePurchaser has already paid the original costs of shipment of such rejected Supplied Products from the Supplier to the Purchaser, the Supplier shall bear the cost (if any) incurred by the Purchaser in returning correctly rejected Supplied Products, and the Contractor is liable for any resulting expense cost of shipping replacement Supplied Products to the Purchaser. The Purchaser shall bear all costs incurred by the Purchasing Entity related Purchaser in shipping incorrectly rejected Supplied Products to the preparation Supplier, and shipping of Product the cost incurred by the Supplier in returning such incorrectly rejected and returnedSupplied Products to the Purchaser, or for which Acceptance is revokedin shipping replacement Supplied Products to the Purchaser. Failure by the Purchaser to provide written notification of rejection to the Supplier within the thirty (30) day inspection and testing period set forth in this Section 4.3 shall constitute acceptance of a shipment of Supplied Products by the Purchaser. If any services do not conform the Supplier disputes the Purchaser's reasons for rejection, and the parties are unable to contract requirements, resolve 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, dispute within thirty (30) calendar days following deliveryof rejection, then (a) except as set forth in (b) of non-this sentence, the rejected units of Supplied Product shall remain at the Purchaser's location, and (b) the rejected units of Supplied Product shall be inspected and tested by a mutually acceptable third party using the inspection and testing procedures set forth in the Specifications and utilized by the Purchaser. The decision of such third party shall be binding with respect to the issue of acceptance or rejection of a Product or completion such units of ServiceSupplied Product. In the event that the Contractor has not been notified within 30 calendar days from delivery such third party determines that units of Product or completion of ServiceSupplied Products were correctly rejected, the Product parties will mutually discuss in good faith and Services will agree upon the disposition of all such rejected units remaining at the Purchaser's location. In the event that such third party determines that units of Supplied Products were incorrectly rejected, such units shall 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon AcceptancePurchaser.

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 In the contractor of liability for material (nonconformity event 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 has not been notified within 30 calendar days from delivery of Product rejected or completion of Service, the Product and returnedServices will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, or for which Acceptance is revokedif acceptance testing and corresponding terms have been mutually agreed to by both parties in writing. 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.

INSPECTION AND ACCEPTANCE. Where Buyer shall have the Master Agreementright 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, a Participating AddendumBuyer shall inspect and conduct Functional Testing on such delivered Materials to determine whether the Materials meet the warranties contained in Section 2. If, or an Order does not otherwise specify a process for based on such inspection and Acceptancetesting, Buyer finds more than [*] of the Materials are defective (the “Acceptable Quality Limit”) in any one particular lot shipment, Buyer shall have the right to reject the entire lot shipment. If the number of defective items of Materials falls below the Acceptable Quality Limit in a particular lot shipment, Buyer shall reject only the specific items found to be defective. Any rejection by Buyer due to failure to meet the [*] Certain information on this section governspage has been omitted and filed separately with the Securities & Exchange Commission. This section 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 intended received within such [*] period, then Buyer is deemed to limit rights and remedies under the applicable commercial codehave accepted that particular shipment of Materials. 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, If Seller disputes a Buyer’s rejection in order to monitor and evaluate performance, compliance, and quality assurance requirements good faith under this Master Agreement. Upon deliverySection 5, the Purchasing Entity dispute shall have 30 days be submitted 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 an arbitrator in accordance with Section 14.11. If Seller does not dispute Buyer’s rejection, or if the provisions arbitrator determines in accordance with Section 14.11 that such rejection is proper, Seller will replace such rejected shipment of Materials or refund to Buyer any sums paid therefor. In addition, Seller shall be responsible for the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation costs of all freight and shipping of Product rejected and returned, or for which Acceptance is revokedthe Materials back to Seller pursuant to a valid rejection by Buyer in accordance with this Section. 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 Seller shall not be applicableobligated to replace any Materials hereunder if the Materials’ nonconformance was caused by Buyer’s misuse, 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, replacementneglect, or substitute Product(s) and improper storage. The remedies provided in this Agreement are Buyer’s exclusive remedies for any Product(s) which are modified by or failure of Seller to comply with the written approval warranties contained in Section 2. Such remedies shall constitute complete fulfilment of Contractor after Acceptance by all such liabilities of Seller whether the Purchasing Entity. The Acceptance Testing period shall be thirty claims of Buyer are based in contract, in tort (30) calendar days including negligence or other time period identified in this Master Agreement strict liability), 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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptanceotherwise.

INSPECTION AND ACCEPTANCE. Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, All units of Products delivered to Collagen pursuant to this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. Contractor Agreement 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, compliancebe accompanied by, 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 subject to, a Certificate of Conformity issued by LPI certifying that each such Product meets, and will continue to meet throughout the 31st day after delivery labeled shelf-life 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 installedsuch Product, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance TestingProprietary Specifications. 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 Collagen shall have fifteen (15) calendar business days (the "Inspection Period") after delivery of a Product shipment to cure inspect and test the standard Products in such shipment according to the Proprietary Specifications. Any non-conformity with the Proprietary Specification or Latent Defect which arises after acceptance by Collagen shall be the responsibility of performance issue(s)LPI, unless such non-conformity or defect is due to improper handling or storage conditions subsequent to delivery of the Product. LPI and Collagen agree to consult with each other to resolve the discrepancy between each other's determinations. If such consultation does not resolve the discrepancy within one (1) month after identification of such discrepancy, then parties shall nominate a mutually agreeable reputable independent laboratory to test representative samples taken from such shipment. The expense of such tests shall be shared equally between the cure periodparties, and the Product still has not met results of such tests shall be binding on the standard of performance, the Purchasing Entity mayparties. LPI shall, at its option: (a) declare Contractor expense, replace any such shipment to the extent that it does not conform to the Proprietary Specifications. All non-conforming or defective Products shall be returned to LPI at the address set forth herein, accompanied or preceded by a reasonably detailed statement of the claimed defect or non-conformity, and packed and shipped according to instructions provided by LPI. The shipping costs of any such returned units shall be borne by LPI, unless such Products are determined not to be defective under the terms of this Agreement, in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all which case such shipping costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptanceborne by Collagen.

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) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall 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 charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.