Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed. 12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above. 12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above. 12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible. 12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 5 contracts
Samples: Terms and Conditions for Sale and Supply, Terms and Conditions for Sale and Supply of Products and Services, Terms and Conditions for Sale and Supply of Products and Services
Inspection and Acceptance. 12.1 Where neither installation 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 Customer, or Regulatory Bodies having jurisdiction over the Vessels or the Contract Work at all places and reasonable times, 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 perform the inspections or tests at the designated time(s), then Seller shall reimburse Buyer for its costs incurred for labor and travel to attend the inspections or tests. The Customer may, from time to time, designate certain Contract Work for source inspection. Upon such designation, Seller shall furnish advance notification of the time (i) when Seller’s inspection or tests will be 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 acceptance is a requirement 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 shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is liability it would not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, have had in the absence of such agreementapproval. 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 tests Buyer may reasonably consider necessary) 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 notify prior to commencement of the Supplier of any discovered Guaranty Period. Any and all such defects without undue delay after such test is completedshall 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 no any such notification defect is received by Supplier within ten (10) working days after deliverydiscovered between the Vessel’s acceptance trials and Delivery of the Vessel to the Customer, the Products any and all such defects shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof corrected and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings made good as soon as reasonably possiblepractical, and the relevant parts as determined by Buyer in its sole discretion, after notice thereof by Buyer to Seller. Final acceptance of the acceptance test Vessel by the Customer shall be repeated within a reasonable period of time 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 conformity with the procedures outlined above.
12.3 Where both installation of the Products addition to any other rights and acceptance thereof are requirements remedies provided by law, or under other provisions of the Contract, Supplier shall notify have the right in its sole discretion to require Seller (i) at no increase in the 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 when the installed Products are ready for acceptance testingmay require a reduction in Contract Price if Seller fails to meet such delivery schedule, inviting Buyer or (ii) within a reasonable time after receipt by Seller of notice of defects or nonconformance, to attend repay such portion of the agreed acceptance test Contract as is equitable under the circumstances if Buyer elects not to require correction or replacement. When 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 (ori) 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, repair or replacement, and (iii) terminate for default as provided in the absence of such agreementDefault Clause. Seller authorizes Buyer, Supplier’s standard tests to demonstrate relevant compliance of the Products its affiliates, agents and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possibleSuppliers, and the relevant parts of Customer and the acceptance test shall be repeated within a reasonable period of time in conformity with Customer’s subcontractors, to repair, reconstruct or rebuild the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier Contract Work using Seller’s applicable intellectual property without payment of any hidden royalty or latent defect immediately after its discoveryother compensation to Seller.
Appears in 4 contracts
Samples: Purchase Order, Purchase Order, Purchase Order
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement If Buyer so requests Buyer shall be notified by Madern of the Contractdate on which Madern believes the Goods to materially conform to the relevant criteria for shipment to Buyer’s site and Buyer then shall have five (5) business days from the date notified by Madern to inspect the Goods at Madern’s relevant plant-site before delivery. In the event Buyer inspects the Goods Buyer shall have five (5) business days from the date of inspection using Madern’s specifications as the metric for evaluating the Goods, to provide Madern with a written notice of any 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 Goods will be deemed accepted and ready for Delivery and shipment FCA Madern’s plant. If Buyer has timely so requested and subject to Buyer fulfilling its obligations set forth in this Agreement, Madern shall install the 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 Goods and installation materially conform to the Acceptance criteria as defined in the relevant Exhibit, Buyer shall be so notified. Buyer shall have fifteen (15) business days from the date of such notification to provide Madern with written notice of any defects in the 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 Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered Goods for damages or defects within one working day fifteen (15) days after such inspection is completed.
12.2 Where installation is not a requirement receipt of the Contract, but acceptance is, Goods at the Site. Buyer shall carry out use Madern’s specifications as the agreed acceptance tests (or, in metric for evaluating the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expenseGoods. If Buyer fails discovers any damage or defects, Buyer will, within such fifteen (15) day period, notify Madern in writing of any damage to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed or defects in the presence 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. By passing the relevant acceptance testIf Madern does not agree with Buyer’s notice, the Products concerned are accepted. If acceptance testing on the date notified is prevented due parties shall negotiate in good faith to reasons within resolve Buyer’s sphere (including non- granting of access) without good cause claimed by the objections. Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is will be deemed to have taken place with Accepted the notification Goods if written notice of readiness for acceptance testing. If the acceptance test damage or defects is justifiably, reasonably and in good faith not sent to Madern within this fifteen (deemed15) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveday period.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 3 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the ContractLead State or other Participating or Purchasing Entity, Buyer shall inspect at reasonable times, to monitor and evaluate performance, compliance, and/or quality assurance requirements under the Master Agreement resulting from this RFP. Products without undue delay after delivery using an inspection method at least equivalent that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material, latent, or hidden defects subsequently revealed when goods are used. A material defect includes a nonconformity that substantially impairs value. 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 then latest version preparation and shipping of ISO 9001 Product rejected and notify returned, or for which Acceptance is revoked. Acceptance Testing is the Supplier process 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 discovered defects within one working 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, unless another time is identified in the Master Agreement or the Participating Addendum, starting from the day after such inspection the Product is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (delivered or, in the absence of such agreementif installed, the tests Buyer may reasonably consider necessary) day after the Product is installed and notify Contractor certifies that the Supplier of any discovered defects without undue delay after such test Product is completedready for Acceptance Testing. If no such notification 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 received by Supplier within ten (10) working days after deliverymet. Upon rejection, the Products 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. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof Accepted and the Products no charges shall be deemed accepted upon sending out this information to Buyerpaid until the standard of performance is met. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the The warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discoverybegin upon Acceptance.
Appears in 3 contracts
Samples: Procurement Master Agreement, Procurement Master Agreement, Procurement Master Agreement
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is In the case of Railcars, Seller shall give Buyer reasonable access to Seller’s manufacturing facilities to inspect the Railcars during construction. Such inspections shall be so conducted as to not interfere unreasonably with Seller’s operations. Acceptance or rejection of a requirement Railcar shall be made by Buyer before shipment of the ContractRailcars manufactured in Mexico and before Delivery of Railcars manufactured in the United States. In the event Buyer chooses to inspect the Railcars, upon completion of such inspection, Buyer shall execute a certificate of acceptance covering all Railcars found to be completed in accordance with the Specification and shall deliver the executed certificates of acceptance to Seller (each, a “Certificate of Acceptance”). Each Certificate of Acceptance, with respect to Railcars covered thereby, shall indicate that, based upon such inspection, such Railcars conform in workmanship, material and construction, and in all other respects, to the applicable Specification and the requirements and provisions of the applicable Order. If Buyer, upon receiving notice of when the Railcars will be ready for inspection and provided that such Railcars are available for inspection, chooses not to have an inspector present within three (3) business days after the date that the notice states that the Railcars shall be ready for inspection or Buyer’s inspector fails to inspect the Products without undue delay Railcars within three (3) business days after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify date that the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of notice states the Contract, but acceptance isRailcars will be ready for inspection, Buyer shall carry out be deemed to have accepted the agreed acceptance tests applicable Railcars at the close of business on the day that is three (or3) business days after the date that such Railcars were ready for inspection and Seller will execute, in on behalf of Buyer, a Certificate of Acceptance dated as of the absence day that is three (3) business days after the date that such Railcars were ready for inspection. Notwithstanding the foregoing, Seller may ship Railcars at any time upon Buyer’s notification to Seller that it will not inspect Railcars for which Seller has provided notice that Railcars are available for inspection. The execution of such agreement, a Certificate of Acceptance shall not relieve the tests Buyer may reasonably consider necessary) and notify the Supplier Seller of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, of its obligations under the Products Agreement nor shall be deemed accepted. If Supplier receives it constitute a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed waiver by the Buyer with respect to any defect or deficiency of workmanship, materials, construction or other deviation from the terms and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed conditions of this Agreement. Once a Certificate of Acceptance with respect to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13Railcar has been executed, Buyer shall notify Supplier have no rights of inspection under this Section 11.1, nor any hidden or latent defect immediately after its discoveryrights of rejection and cancellation under Section 11.2 with respect to such Railcar.
Appears in 2 contracts
Samples: Supply Agreement (Gatx Corp), Supply Agreement (Gatx Corp)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement 5.1 Those elements of the Contract, Buyer Initial Acceptance Tests to be carried out at the Contractor's facilities shall inspect be undertaken by the Products without undue delay after delivery using an inspection method Contractor at least equivalent fourteen (14) days prior to delivery of the Initial System and the Expansion System respectively. The Contractor shall give to the then latest version Purchaser not less than seven (7) days notice in writing of ISO 9001 the date and notify time on and at which the Supplier aforementioned Initial Acceptance Tests shall be performed and the Purchaser shall have the right to be present throughout and witness the same. The Contractor shall within 7 days of any discovered defects within one working day after such inspection is completedcompletion of the tests, supply the test results of the aforementioned Initial Acceptance Tests to the Purchaser.
12.2 Where installation is not a requirement 5.2 Those elements of the Contract, but acceptance is, Buyer Initial Acceptance Tests to be carried out at the Site shall be undertaken by the Contractor within 10 days after receiving written notice from the Purchaser to carry out the agreed acceptance tests same, such notice to be given by the Purchaser at least twenty-one (or, 21) days before the anticipated commercial launch of the System as specified in the absence Proposed Delivery Schedule. The Contractor shall give to the Purchaser not less than seven (7) days notice in writing of the date and time on and at which the aforementioned Initial Acceptance Tests shall be performed and the Purchaser shall have the right to be present throughout and witness the same. The Contractor shall within 7 days of completion of the test, supply the test results of the aforementioned Initial Acceptance Tests to the Purchaser.
5.3 Upon completion of the Initial Acceptance Test referred to in clause 5.2, the Purchaser shall notify the Contractor either:-
(a) of its acceptance of the Initial Acceptance Tests in which case Initial Acceptance of the Initial System or the Expansion System (in the latter case, only applicable when the Purchaser exercises the Option) shall have occurred upon the issuance of an Initial Acceptance Certificate; or
(b) of those particulars in respect of which the System does not fully comply with or perform in accordance with the Specifications and the Proposal, then upon remedy of such agreementparticulars and compliance of the System with the requirements of this Agreement, the tests Buyer may reasonably consider necessaryPurchaser shall accept the Initial System or the Expansion System (in the latter case, only applicable when the Purchaser exercises the Option) and notify whereupon an Initial Acceptance Certificate shall be issued. Both parties agree that upon the Supplier issuance of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after deliverythe Initial Acceptance Certificate, the Products Initial Acceptance shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveoccurred.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 2 contracts
Samples: Base Station System Agreement (Interwave Communications International LTD), Base Station System Agreement (Interwave Communications International LTD)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- non-granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. The Supplier undertakes remains responsible to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 2 contracts
Samples: Terms and Conditions for Sale and Supply, Terms and Conditions for Sale and Supply
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent (a) Prior to the then latest version of ISO 9001 and notify the Supplier delivery of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustifiedProduct to Alcatel, Supplier shall inform Buyer thereof inspect and test the Products shall be deemed accepted upon sending out this information to BuyerProduct in accordance with a test plan approved by Alcatel. If Supplier receives a justified notificationUpon the request of Alcatel, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, deliver or make available to Alcatel any inspection and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity documentation with respect to any Product to verify compliance with the procedures outlined above.
12.3 Where both installation test plan. Upon the request of the Products and acceptance thereof are requirements of the ContractAlcatel, Supplier shall notify Buyer when permit Alcatel and its directors, officers, employees and agents to have access during normal business hours to the installed Products are ready facilities of Supplier and its subcontractors for acceptance testingthe purpose of inspecting any Product, inviting Buyer and Supplier shall reasonably cooperate with Alcatel in connection therewith. Upon the request of Supplier in connection with any such inspection, Alcatel shall cause its directors, officers, employees and agents to execute and deliver to Supplier an appropriate nondisclosure agreement.
(b) Alcatel may inspect each Product within a reasonable time to attend after the agreed acceptance test (or, receipt thereof in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation accordance with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to SupplierAlcatel’s standard test procedures whereby these tests plan for the Product, as in effect from time to time. Supplier hereby acknowledges receipt of a copy of the current version of Alcatel’s standard test plan for each Product. If Alcatel modifies its standard test plan for any Product, then Alcatel shall promptly deliver to Supplier a copy of the modified test plan. If Alcatel fails to reject any Product in accordance with Alcatel’s standard test plan within 30 calendar days after the receipt thereof or fails to state the basis for the rejection, then Alcatel shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with accepted the notification Product.
(c) If Alcatel rejects any Product prior to acceptance, then Alcatel shall deliver to Supplier a notice that sets forth the reasons for the rejection. Within five business days after the receipt of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passedany such notice by Supplier, Supplier shall as a sole remedy correct (i) replace the shortcomings as soon as rejected Product and deliver its replacement to Alcatel and (ii) deliver to Alcatel authorization to return the rejected Product to Supplier. Promptly after the receipt of any such authorization, Alcatel shall return the rejected Product to Supplier at Supplier’s expense and otherwise in accordance with Supplier’s instructions and Supplier shall assume all risk of loss to the Product upon delivery to the carrier at Alcatel’s dock. Notwithstanding the foregoing, if Supplier reasonably possibledetermines that any Product returned to Supplier in accordance with this Section 7.6(c) complies with the applicable test plan approved by Alcatel, and then Alcatel shall reimburse Supplier for any transportation costs incurred by Supplier in connection with the relevant parts return of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveProduct to Supplier.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 2 contracts
Samples: Oem Agreement (Aruba Networks, Inc.), Oem Agreement (Aruba Networks, Inc.)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement 8.1 Unless expressly stipulated to the contrary in the Seller's offer or Buyer's Order accepted by the Seller, inspections and tests, in accordance with applicable regulations, during production and the final inspection prior to shipment of the ContractSupply, shall be carried out by the Seller at the place of manufacture. Any additional tests required by the Purchaser shall be specified in the Order, listing the applicable standards and the place and entity, if any, where these tests will be carried out. These additional tests must be approved by the Seller and shall be performed at the Buyer's expense. The Seller shall bear the costs of acceptance tests carried out at the place of manufacture. The Purchaser shall nevertheless bear all travel and living expenses of its employees and/or representatives in connection with such tests.
8.2 Once the Supply has been received, the Buyer shall inspect check the Products without undue delay after delivery using an inspection method at least equivalent contents of the same within a period not exceeding seven (7) days from its delivery, in order to verify any defects and/or faults that may be attributable to the then latest version Vendor, communicating the existence of ISO 9001 and notify these defects and/or faults immediately to the Supplier Vendor in writing, if necessary.
8.3 If the Supply has defects and/or faults attributable to the Vendor, the Vendor shall take the necessary measures for their elimination.
8.4 Once seven (7) days have elapsed since the delivery (in accordance with the agreed Incoterm) of the Supply by the Buyer without the Vendor having received a written notification of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreementor faults, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products Supply shall be deemed to have been accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts guarantee period shall commence to run from the moment of the acceptance test delivery.
8.5 The Supply shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contractconsidered, Supplier shall notify Buyer when the installed Products are ready for acceptance testingall purposes, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed have been accepted by the Buyer and if, having agreed acceptance tests, i) these are not carried out within the period stipulated for reasons not attributable to the Vendor (in this case the Supply shall be understood to be accepted from the date on which the SupplierVendor communicates that the Supply is ready for the tests), ii) these are carried out in its reasonable opinion, considers justified, accordance with the Order but the relevant act of acceptance is deemed not issued, if foreseen under the Order, for reasons not attributable to have taken place with the notification of readiness for acceptance testing. If Vendor (in this case, the acceptance test is justifiablySupply shall be understood to be accepted from the date on which the tests are carried out), reasonably or iii) the Buyer begins to use the Supply and in good faith not (deemed) passed, Supplier shall as a sole remedy correct this case the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test Supply shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveunderstood to be accepted from its delivery.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Sales Contracts
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is 8.1 Party A or its authorized person shall have the right to conduct a requirement thorough or sampling inspection on the Commodities either at Party A’s warehouse or other designated places according to its/his/her election.
8.2 Party A shall conduct two inspections on the commodities, with the first as the preliminary inspection, to check whether the information specified on the packaging boxes of the ContractCommodities about the batch number, Buyer brand, name, specifications and quantity match the information contained in the corresponding Valid Purchase Order and Party B’s delivery documents, and whether the packaging boxes are intact or not. After the first inspection, Party A will store the commodities to its warehouse. The packaging boxes will be opened for the second inspection within 48 hours after the commodities are stored in Party A’s warehouses, to check whether there are any defects in the external packages and appearances of the commodities, whether the quantity and specifications of the Commodities match the relevant information contained in the corresponding Valid Purchase Order and Party B’s delivery documents, whether the validity term of the Commodities is in compliance with the acceptance standards, and whether the commodities have obvious quality issues.
8.3 The inspections mentioned hereinabove shall inspect not include the Products without undue delay testing of the physical and chemical indicators, functions or such other invisible inner quality of the Commodities. Party A’s inspection and acceptance of the Commodities shall not prejudice its right hereunder to return, or require Party B to take other measures on, the defected Commodities after delivery using an inspection method at least equivalent Party A accepts or sells the Commodities.
8.4 In the event that the Commodities provided by Party B are inconsistent with Party A’s requirements in respect of quantity, appearance, specifications, quality, etc., Party A shall raise objections within the time limit provided below:
8.4.1 the quantity of the Commodities shall be subject to the then latest version actual quantity received by Party A; in case Party A discovers that the quantity of ISO 9001 and notify Commodities fails to match that specified in Party B’s delivery documents after opening the Supplier of any discovered defects boxes for inspection, Party A shall raise objection within one working day 48 hours after such inspection is completed.the second inspection;
12.2 Where installation is not a requirement 8.4.2 in case the appearance or specifications of the ContractCommodities fail to meet Party A’s requirements, but acceptance isParty A shall raise objection within 48 hours after the second inspection;
8.4.3 in case the Commodities have obvious quality issues, Buyer Party A shall carry out raise objection within the agreed acceptance tests (orquality guarantee period or within 5 days upon the complaint of consumers; provided, however, that such time requirement for objection shall not apply if Party B knows or should know the Commodities are not in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity line with the procedures outlined aboverequirements.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor Seller shall give Buyer (or its agent or representative) reasonable access to Seller’s manufacturing facilities to inspect the Railcars during construction. Such inspections shall be so conducted as to not interfere unreasonably with Seller’s operations. Acceptance or rejection of a Railcar shall be made by Buyer before Delivery of Railcars manufactured in the United States. In the event Buyer chooses to inspect the Railcars or have its agent or representative inspect the Railcars, upon completion of such inspection, Buyer or its agent or representative, as applicable, shall execute a certificate of acceptance is substantially in the form of Exhibit D hereof covering all Railcars found to be completed in accordance with the Specification and shall promptly deliver the executed certificates of acceptance to Seller (each, a requirement “Certificate of Acceptance”). Each Certificate of Acceptance, with respect to Railcars covered thereby, shall indicate that, based upon such inspection, such Railcars conform in workmanship, material and construction, and in all other respects, to the applicable Specification and the requirements and provisions of the Contractapplicable Order. If Buyer, upon receiving notice of when the Railcars will be ready for inspection and provided that such Railcars are available for inspection, chooses not to have an inspector present within [*****] after the date that the notice states that the Railcars shall be ready for inspection or Buyer’s inspector fails to inspect the Railcars within [*****] after the date that the notice states the Railcars will be ready for inspection, Buyer shall inspect be deemed to have accepted the Products without undue delay applicable Railcars at the close of business on the day that is [*****] after delivery using an the date that such Railcars were ready for inspection method at least equivalent and Seller will execute, on behalf of Buyer, a Certificate of Acceptance dated as of the day that is [*****] after the date that such Railcars were ready for inspection. Notwithstanding anything to the then latest version contrary set forth herein or in any Certificate of ISO 9001 and notify Acceptance, the Supplier execution of a Certificate of Acceptance shall not relieve the Seller of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not of its obligations under the Agreement nor shall it constitute a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed waiver by the Buyer of any of its rights and which remedies under this Agreement with respect to any defect or deficiency of workmanship, materials, construction or other deviation from the Supplierterms and conditions of this Agreement. For the avoidance of doubt, in the rights and obligations of Buyer (or its reasonable opinionagent or representative, considers justifiedas applicable) under this 12
Section 11.1 shall apply exclusively to Buyer (or its agent or representative, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiablyas applicable), reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct apply to any lessee or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possiblecustomer of Buyer.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Supply Agreement (American Railcar Industries, Inc.)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is The following shall apply with regard to non-compliance of Products with the requirements of this Agreement:
6.4.1 each shipment shall be accompanied by a requirement certificate of conformance that the Contractshipment conforms to all relevant Specifications;
6.4.2 immediately upon receipt of any Products, the Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent same to the then latest version check for any incorrect quantity and shall notify Sony DADC in writing within four Working Days of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement receipt of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of Products stating any incorrect quantity; except for any such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test incorrect quantity which is completed. If no such notification is received by Supplier so notified within ten (10) working days after deliverythat period, the Products delivered shall be deemed accepted. If Supplier receives a notification to have been delivered in the correct quantity;
6.4.3 no later than thirty days from delivery of any Products pursuant to clause 6.1 the Buyer shall notify Sony DADC in writing of any respect in which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products delivered do not comply with this Agreement in a respect which is reasonably apparent on physical inspection; except for any non-compliance which is so notified within that period the Products delivered shall be deemed accepted to comply with this Agreement in all respects as to any defect that is reasonably apparent upon sending out physical inspection;
6.4.4 If the Buyer finds any non-compliance and notifies it to Sony DADC in accordance with this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and clause 6.4 within the relevant parts of period thereby allowed, the acceptance test parties shall consult together as to the appropriate action to be repeated within a reasonable period of time in conformity with taken;
6.4.5 if the procedures outlined above.
12.3 Where both installation of parties fail to agree upon such action the Buyer may return the Products affected by the non-compliance to Sony DADC carriage paid and acceptance thereof are requirements Sony DADC shall supply free of the Contract, Supplier shall notify Buyer when the installed charge replacement Products are ready for acceptance testing, inviting Buyer within as if such replacement Products had been ordered under a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing Purchase Order issued on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by that the Buyer and which notifies Sony DADC of the Supplierreturn of the non-conforming Products. Upon receipt of the returned Products, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with Sony DADC shall inspect the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and same in good faith not (deemed) passed, Supplier and should Sony DADC determine in good faith the non-compliance originated at or was caused by Sony DADC then Sony DADC shall as a sole remedy correct reimburse the shortcomings as soon as reasonably possible, Buyer for the cost of shipment and the relevant parts of the acceptance test shall be repeated within a reasonable period of time insurance incurred in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of returning the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.Sony
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is The following shall apply with regard to non-compliance of Products with the requirements of this Agreement:
6.4.1 each shipment shall be accompanied by a requirement certificate of conformance that the Contractshipment conforms to all relevant Specifications;
6.4.2 immediately upon receipt of any Products, the Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent same to the then latest version check for any incorrect quantity and shall notify Sony DADC in writing within four Working Days of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement receipt of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of Products stating any incorrect quantity; except for any such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test incorrect quantity which is completed. If no such notification is received by Supplier so notified within ten (10) working days after deliverythat period, the Products delivered shall be deemed acceptedto have been delivered in the correct quantity; CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. If Supplier receives a notification [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
6.4.3 no later than thirty days from delivery of any Products pursuant to clause 6.1 the Buyer shall notify Sony DADC in writing of any respect in which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products delivered do not comply with this Agreement in a respect which is reasonably apparent on physical inspection; except for any non-compliance which is so notified within that period the Products delivered shall be deemed accepted to comply with this Agreement in all respects as to any defect that is reasonably apparent upon sending out physical inspection;
6.4.4 If the Buyer finds any non-compliance and notifies it to Sony DADC in accordance with this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and clause 6.4 within the relevant parts of period thereby allowed, the acceptance test parties shall consult together as to the appropriate action to be repeated within a reasonable period of time in conformity with taken;
6.4.5 if the procedures outlined above.
12.3 Where both installation of parties fail to agree upon such action the Buyer may return the Products affected by the non-compliance to Sony DADC carriage paid and acceptance thereof are requirements Sony DADC shall supply free of the Contract, Supplier shall notify Buyer when the installed charge replacement Products are ready for acceptance testing, inviting Buyer within as if such replacement Products had been ordered under a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing Purchase Order issued on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by that the Buyer and which notifies Sony DADC of the Supplierreturn of the non-conforming Products. Upon receipt of the returned Products, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with Sony DADC shall inspect the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and same in good faith not (deemed) passed, Supplier and should Sony DADC determine in good faith the non-compliance originated at or was caused by Sony DADC then Sony DADC shall as a sole remedy correct reimburse the shortcomings as soon as reasonably possible, Buyer for the cost of shipment and the relevant parts of the acceptance test shall be repeated within a reasonable period of time insurance incurred in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of returning the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.Sony
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the All Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information received subject to Buyer. If Supplier receives a justified notification’s inspection and testing from time to time at all reasonable times and places, Supplier shall as a sole remedy correct including without limitation during the shortcomings as soon as reasonably possibleperiod of manufacture, and the relevant parts of the acceptance test in any event prior to acceptance. Buyer shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within have a reasonable time to attend inspect the agreed acceptance test Products after arrival at their destination, but in no event less than thirty (or30) days. Upon notice, in Buyer may make inspection visit(s) at the absence of such agreementsite where the Products are being designed or manufactured, Supplier’s standard tests to demonstrate relevant compliance or services are being performed. If Buyer determines that part of the Products and of the installation are not in accordance with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If instructions, specifications, drawings, and data or Seller’s warranties (express and implied), or otherwise unsatisfactory to Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opiniondiscretion, considers justifiedBuyer 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 thereof and shall be made without prejudice to any and all claims that Buyer may have against Seller. In the event the Products must be installed, tested, inspected or assembled prior to commercial use, they shall not be deemed finally accepted until such installation, testing, inspection or assembly, as the case may be, indicates that the Products are in accordance with specifications and are operating properly. Nothing contained in an Order shall relieve Seller from its obligations of testing, acceptance is deemed and quality control. Seller will bear all risk of loss and will be responsible for any and all loss or damage to have taken place with the notification of readiness for Products until Buyer’s acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of Products, at which point title to the Products installed shall not entitle will pass to Buyer. Buyer may inspect during regular business hours upon reasonable notice (other than in an emergency) Seller’s facilities where the Buyer to reject acceptance and shall not obstruct Products are made or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possibleperformed.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Inspection and Acceptance. 12.1 Where neither installation nor A. All deliverable items specified in Paragraph A of Article 2 hereof, entitled Delivery by Contractor, and Contractor’s entitlement to the price specified in Article 4 hereof, entitled Price, shall be subject to inspection and acceptance of such items by Globalstar in accordance with this Article 5 and the relevant sections of Exhibit A, entitled Statement of Work.
B. Inspection and acceptance testing shall be in accordance with the procedures and requirements specified in Exhibit A hereto, entitled Statement of Work and Exhibit B hereto, entitled Technical Specifications. If the Work fails to pass the relevant acceptance test Contractor shall reperform the Work or repair or replace any deliverable item as is a requirement necessary to correct the problem at which time the relevant acceptance test shall be repeated. The foregoing process shall be repeated as necessary until the relevant acceptance test has been successfully completed in accordance with Section 6 of Exhibit A hereto, entitled Statement of Work. Upon completion of the Contractrelevant acceptance test Contractor shall provide Globalstar with a written acceptance test report in accordance with Section 6 of Exhibit A hereto, Buyer entitled Statement of Work. Globalstar shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version notify Contractor of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement its acceptance or rejection of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests relevant Work within fifteen (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (1015) working days after deliverydelivery or, if applicable, upon completion of the Products relevant acceptance test report. In the event that no such notice is received by Contractor from Globalstar within said fifteen (15) working day period, such Work shall be deemed acceptedto be accepted by Globalstar. If Supplier receives a notification which SupplierXXXXXX AND GLOBALSTAR CONFIDENTIAL AND PROPRIETARY Contract for Radio Access Network (RAN) and User Terminal Subsystem H37813 (3/08)
C. Provisional Acceptance of RAN. Provisional Acceptance shall occur upon successful completion of SySAT testing in accordance with Section 6.5 of Exhibit A hereto, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products entitled Statement of Work. Provisional Acceptance shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct occur if either (i) no confirmation that SySAT testing is successfully completed is received by Contractor from Globalstar within fifteen (15) working days of receipt by Globalstar of the shortcomings as soon as reasonably possible, and test report or (ii) at any time prior to the completion of SYSAT testing Globalstar puts the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined abovedeliverables into commercial service.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
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Samples: Contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement Contractor shall perform the following tests and reviews:
(A) For each Subsystem of the ContractControl Network Facility, Buyer Contractor shall inspect the Products without undue delay after delivery using an inspection method conduct a Factory Test Review on each Deliverable Items at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement Contractor’s facilities. Upon successful completion of the ContractFactory Test Review, but acceptance is, Buyer Contractor shall carry out the agreed acceptance tests certify requirements compliance to Purchaser. Purchaser shall have two (or, in the absence 2) Days from receipt of such agreement, certification to notify Contractor in writing of those particulars which do not meet the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract. Upon such notification by Purchaser, Supplier Contractor shall remedy such particulars or satisfactorily complete other conditions mutually acceptable to Purchaser and Contractor after which Contractor shall proceed to ship each Deliverable Item to the designated delivery place. If Purchaser does not so notify Buyer when Contractor within two (2) Days, Contractor shall proceed to ship each Deliverable Item to the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test designated delivery place.
(or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance B) For each Subsystem of the Products Control Network Facility, an Acceptance Review shall be conducted following full and complete installation and testing of the installation Deliverable Items in accordance with Exhibit A. Contractor and Purchaser shall, within two (2) Days after the agreed specifications)successful completion of Acceptance Review, certify in writing on a form, mutually agreed, that acceptance of the Deliverable Items has occurred. Xxxxx’s attendance at If Purchaser fails to reject or certify acceptance within such two (2) Days after the successful completion of Acceptance Review, acceptance test of the Deliverable Items shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place occurred. If a Deliverable Item is non-conforming to the specifications defined in applicable Exhibit B1 to B3, Purchaser shall so notify Contractor (with detailed reasons for such non-compliance given in the notification notification), and such non-compliance shall be corrected by Contractor. Upon such correction, followed by a delta Acceptance Review, if necessary, acceptable to Purchaser, acceptance shall be deemed to have occurred.
(C) A Control Network Facility Acceptance Review shall be conducted following completion of readiness for all Subsystem Acceptance Reviews referred to in Article 8(B) in accordance with Exhibit A. Contractor and Purchaser shall, within two (2) Days after the successful completion of Control Network Facility Acceptance Review, certify in writing on a form, mutually agreed, that Final Acceptance of the Control Network Facility has occurred. If Purchaser fails to reject or certify acceptance testingwithin such two (2) Days after the successful completion of Control Network Facility Acceptance Review, Final Acceptance of the Control Network Facility shall be deemed to have occurred. If the acceptance test Control Network Facility is justifiablynon-conforming to the specifications defined in Exhibit B1 to B3, reasonably and Purchaser shall so notify Contractor (with detailed reasons for such non-compliance given in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possiblenotification), and such non-compliance shall be corrected by Contractor. Upon such correction, followed by a delta Control Network Facility Acceptance Review, if necessary, acceptable to Purchaser, Final Acceptance shall be deemed to have occurred.
(D) Upon completion of a Milestone Event, Contractor shall issue and send to Purchaser a Milestone Event acceptance certificate. Purchaser shall notify Contractor of its acceptance or rejection of a Milestone Event within two (2) Days from the relevant parts date of receipt of the Milestone Event acceptance test certificate, failing which such Milestone Event shall be repeated within a reasonable period deemed successfully completed. In case of time acceptance, the Parties shall sign the Milestone Event acceptance certificate. In case of rejection, Purchaser shall state in conformity with writing the procedures outlined abovereasons for such rejection and Contractor shall implement necessary corrective measures. After such correction to the satisfaction of Purchaser, such Milestone Event shall be deemed successfully completed and the Parties shall sign the Milestone Event acceptance certificate.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement Buyer shall inspect Products within thirty (30) days of receipt of such Products (“Inspection Period”). If such Products do not comply with Goulston’s published specifications in the ContractAgreement (“Nonconforming Products”), Buyer shall inspect notify Goulston prior to expiration of the Inspection Period. Buyer will be deemed to have accepted the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier unless it provides Goulston with notice of any discovered Nonconforming Products (stating with specificity all defects and nonconformities) within one working day after the Inspection Period and furnishing such inspection is completed.
12.2 Where installation is other written evidence or other documentation as may be reasonably required by Goulston. All defects and nonconformities that are not a requirement of the Contractso specified will be deemed waived by Buyer, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed acceptedto have been accepted by Buyer, and no attempted revocation of acceptance will be effective. If Supplier receives a notification which SupplierBuyer timely notifies Goulston of any Nonconforming Products, Goulston shall determine, in its reasonable opiniondiscretion, considers unjustified, Supplier shall inform Buyer thereof and whether the Products are Nonconforming Products. The weights, tares and tests established by Goulston shall govern unless proven to be deemed accepted upon sending out this information to Buyerincorrect. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Goulston determines that such Products are ready for acceptance testingNonconforming Products, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the SupplierGoulston shall, in its reasonable opinionsole discretion, considers justified, acceptance is deemed either:
(a) replace such Nonconforming Products with conforming Products; or (b) refund to have taken place with the notification of readiness Buyer such amount paid by Buyer to Goulston for acceptance testingsuch Nonconforming Products returned by Buyer to Goulston. Goulston will pick-up or arrange for shipment by a third-party carrier all Nonconforming Products. If Goulston exercises its option to replace Nonconforming Products, Goulston shall ship to the acceptance test is justifiablyDelivery Location, reasonably at Goulston’s expense and in good faith not (deemed) passedrisk of loss, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined abovereplacement Products. THE REMEDIES SET FORTH IN THIS SECTION 5 ARE BUYER’S EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING GOODS.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
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Samples: Terms and Conditions of Sale
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement 9.1 Inspection of all Hardware, documentation and Contractor's services provided hereunder shall take place in accordance with the terms of Article 10, entitled "Access to Work in Process," herein.
9.2 Preliminary Acceptance of the ContractSpacecraft shall occur when all in-plant tests required to be performed by Contractor for the Hardware have been completed and the Contractor has demonstrated at the Pre-Ship Review that the Hardware meets the requirements of Exhibit B, Buyer at which time HCG shall inspect accept the Products without undue delay after delivery using an inspection method Hardware on a Preliminary basis in writing within five (5) business days subject to completion of Launch Site tests specified in Exhibit D, Galaxy VIII-I Integrated Test Plan. If the Hardware is unacceptable, Contractor shall promptly and at least equivalent to its expense, rectify the then latest version of ISO 9001 unsatisfactory Hardware and notify resubmit the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but Hardware for acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreementby HCG as provided above. In either case, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products Hardware shall be deemed accepted upon sending out this information failure of HCG to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct notify Contractor within the shortcomings as soon as reasonably possible, and the relevant parts above five (5) business days that it is accepted or rejected.
9.3 Final Acceptance of the acceptance Spacecraft shall occur upon i) the completion of In-orbit Testing by Contractor, or ii) forty-five (45) days after Intentional Ignition (as defined in Paragraph 16.3 herein), or iii) upon the Partial Failure, Total Failure or Total Constructive Failure of the Spacecraft (as defined in the applicable HCG Galaxy VIII-I Launch Insurance Contract), whichever occurs first. HCG shall have access to Launch Site test results during the launch campaign in accordance with the provisions of Article 10, Paragraph 10.1 "Access to Work in Process."
9.4 With respect to deliverable Hardware which HCG orders Contractor to store, the Hardware shall be repeated within stored at a reasonable period of time in conformity with location to be negotiated and Final Acceptance shall occur at the procedures outlined above.
12.3 Where both installation end of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall ********** Warranty period as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13Article 16 herein, Buyer shall notify Supplier entitled "Spacecraft Warranty", or such other event mutually agreed upon between the Parties. REDACTED CONFIDENTIAL TREATMENT REQUESTED -------------------------------- The asterisked portions of any hidden or latent defect immediately after its discovery.this document have been omitted and are filed separately with the Securities and Exchange Commission
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor All units of Products delivered to Collagen pursuant to this Agreement shall be accompanied by, and upon delivery be deemed accepted subject to, a Certificate of Conformity issued by LPI certifying that each such Product meets, and will continue to meet throughout the labeled shelf-life of such Product, the Proprietary Specifications. Collagen shall have fifteen (15) business days (the "Inspection Period") after delivery of a Product shipment to inspect and test the 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 LPI, unless such non-conformity or defect is a requirement due to improper handling or storage conditions subsequent to delivery of the ContractProduct. 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, Buyer then parties shall inspect 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 Products without undue delay after delivery using an inspection method parties, and the results of such tests shall be binding on the parties. LPI shall, at least equivalent its expense, replace any such shipment to the then latest version of ISO 9001 and notify extent that it does not conform to the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completedProprietary Specifications. If no such notification is received by Supplier within ten (10) working days after delivery, the All non-conforming or defective Products shall be deemed acceptedreturned 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. If Supplier receives a notification which SupplierThe 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 its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products which case such shipping costs shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveborne by Collagen.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is Promptly upon the receipt of a requirement shipment of the ContractProducts, Buyer Distributor shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version shipment for patently visible shortages, defects, damage or nonconformance with Purchase Order specifications. Within twenty (20) business days of ISO 9001 and receipt of shipments, Distributor shall notify the Supplier in writing of any discovered defects 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 one working day after such inspection is completed.
12.2 Where installation is 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 requirement plan for recovery and remedy of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed acceptedissues. If Supplier receives fails to provide a notification which 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, in its reasonable opinion, considers unjustified, rescind any pending order for Products. Supplier shall inform Buyer thereof 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 shall may be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall delivered as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts part of the next scheduled delivery. No inspection, tests, approval, design approval, or acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements 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 Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Products. If inspection or testing is made on Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notifiedpremises, Supplier will commence with provide, without charge, all reasonable facilities and assistance required for the tests according inspection and tests. All inspection and testing records, including sub-tier supplier records relating to Supplier’s standard test procedures whereby these tests shall the Products, will be considered performed in maintained by Supplier and made available to Distributor during the presence performance of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possiblethis Agreement, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined abovefor such reasonably longer periods if requested by Distributor.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement Except where specified in the Order, monitoring of the Contractprogress of performance of the Services shall be carried out by the Seller. If the Buyer requires additional supervision, Buyer shall inspect either by itself or by third parties, this additional supervision must be approved by the Products without undue delay after delivery using an inspection method Seller and will be carried out at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completedBuyer's expense.
12.2 Where installation is Within a period not a requirement exceeding seven (7) calendar days after completion of the Contractperformance of the Services, but acceptance is, the Buyer shall must carry out an inspection of the agreed acceptance tests (or, Services performed in order to detect any defects and/or faults in the absence same that may be attributable to the Seller, immediately notifying the Seller in writing of such agreementthe existence, if any, of these defects and/or visible faults
12.3 Except in cases where proof of acceptance has been specified in the Order under conditions and on dates agreed between the Seller and the Buyer, once seven (7) calendar days have elapsed since the completion of the performance of the Services without the Seller having received a written communication from the Buyer regarding any defects and/or faults, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products Services performed shall be deemed accepted. If Supplier receives a notification which Supplierto have been accepted by the Buyer, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products warranty period shall commence to run from that moment. The Services shall also be deemed to have been accepted by the Buyer if the Buyer begins to use the facility or equipment on which the Services have been performed.
12.4 If the Buyer has agreed with the Seller to carry out acceptance tests of the Services performed, these shall be carried out on the agreed dates, and the Buyer shall provide, free of charge to the Seller, the equipment, auxiliary personnel and consumables necessary to carry out these tests. If, through no fault of Seller, these tests are not carried out on the dates and under the conditions foreseen, the Services performed shall be deemed to have been accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct by Buyer seven (7) calendar days after the shortcomings as soon as reasonably possible, and date of Seller's notification that the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products Services are ready for acceptance testingtests. Similarly, inviting Buyer within a reasonable time to attend the if, having agreed acceptance test (or, in tests and the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance issue of the Products and of relevant minutes, the installation tests are carried out in accordance with the agreed specifications). Xxxxx’s attendance at Order but the acceptance test minutes are not signed for reasons not attributable to the Seller, the Services performed shall be at Buyer’s sole expense. If Buyer fails deemed to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed have been accepted by the Buyer and from the date on which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined abovetests are carried out.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: General Conditions of Sale
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement If Buyer so requests Buyer shall be notified by Xxxxx of the Contractdate on which Xxxxx believes the Goods to materially conform to the relevant criteria for shipment to Buyer’s site and Buyer then shall have five (5) business days from the date notified by Xxxxx to inspect the Goods at Xxxxx’x relevant plant-site before delivery. In the event Buyer inspects the Goods Buyer shall have five (5) business days from the date of inspection using Xxxxx’x specifications as the metric for evaluating the Goods, to provide Xxxxx with a written notice of any defects in the Goods. Xxxxx shall then use commercially reasonable efforts to correct any defects identified by Buyer. In the event Buyer does not notify Xxxxx of any defects within five (5) business days, then the Goods will be deemed accepted and ready for Delivery and shipment FCA Xxxxx’x plant. If Buyer has timely so requested and subject to Buyer fulfilling its obligations set forth in this Agreement, Xxxxx shall install the Goods at the Site on the terms and conditions set forth in Xxxxx’x order confirmation. Xxxxx shall provide its specifications of use of the Goods. Xxxxx shall perform the Acceptance Tests, if any, listed in the relevant Exhibit. When Xxxxx believes that the Goods and installation materially conform to the Acceptance criteria as defined in the relevant Exhibit, Buyer shall be so notified. Buyer shall have fifteen (15) business days from the date of such notification to provide Xxxxx with written notice of any defects in the Goods and/or their installation. If Buyer discovers any damage or defects Buyer shall within such fifteen (15) days period notify Xxxxx in writing of any damage to or defects in the Goods, specifying in detail the nature of such damage or defects. If Xxxxx agrees with Buyer’s notice, Xxxxx will use commercially reasonable efforts to correct said defects. If Xxxxx 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 Xxxxx within this fifteen (15) day period. If Xxxxx does not install the Goods and Buyer has not inspected the Goods prior to shipment FCA from Xxxxx’x plant, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered Goods for damages or defects within one working day fifteen (15) days after such inspection is completed.
12.2 Where installation is not a requirement XXXXX INTERNATIONAL LLC GENERAL TERMS AND CONDITIONS OF SALE receipt of the Contract, but acceptance is, Goods at the Site. Buyer shall carry out use Xxxxx’x specifications as the agreed acceptance tests (or, in metric for evaluating the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expenseGoods. If Buyer fails discovers any damage or defects, Buyer will, within such fifteen (15) day period, notify Xxxxx in writing of any damage to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed or defects in the presence Goods, specifying in detail the nature of such damage or defects. If Xxxxx agrees with Buyer’s notice, Xxxxx will use commercially reasonable efforts to correct said defects. By passing the relevant acceptance testIf Xxxxx does not agree with Buyer’s notice, the Products concerned are accepted. If acceptance testing on the date notified is prevented due parties shall negotiate in good faith to reasons within resolve Buyer’s sphere (including non- granting of access) without good cause claimed by the objections. Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is will be deemed to have taken place with Accepted the notification Goods if written notice of readiness for acceptance testing. If the acceptance test damage or defects is justifiably, reasonably and in good faith not sent to Xxxxx within this fifteen (deemed15) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveday period.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is (i) The Purchaser shall have thirty (30) days after receipt by the Purchaser 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 requirement manner which preserves the integrity of such Supplied Products for commercial sale and use. If the ContractPurchaser determines, Buyer shall inspect using inspection and testing procedures set forth in the Specifications, that any such Supplied Products without undue delay after delivery using an inspection method at least equivalent fail to meet any applicable Specifications in any material way, the Purchaser may reject such Supplied Products by notifying the Supplier in writing of such 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 Supplier's then-standard procedures for destruction or return of rejected products manufactured by Supplier. Provided that the Purchaser has already paid the original costs of shipment of such rejected Supplied Products from the Supplier to the then latest version of ISO 9001 and notify Purchaser, the Supplier shall bear the cost (if any) incurred by the Purchaser in returning correctly rejected Supplied Products, and the cost of any discovered defects shipping replacement Supplied Products to the Purchaser. The Purchaser shall bear all costs incurred by the Purchaser in shipping incorrectly rejected Supplied Products to the Supplier, and the cost incurred by the Supplier in returning such incorrectly rejected Supplied Products to the Purchaser, or in shipping replacement Supplied Products to the Purchaser. Failure by the Purchaser to provide written notification of rejection to the Supplier within one working the thirty (30) day after such inspection is completed.
12.2 Where installation is not and testing period set forth in this Section 4.3 shall constitute acceptance of a requirement shipment of Supplied Products by the ContractPurchaser. If the Supplier disputes the Purchaser's reasons for rejection, but acceptance isand the parties are unable to resolve the dispute within thirty (30) days of rejection, Buyer then (a) except as set forth in (b) of this sentence, the rejected units of Supplied Product shall carry out remain at the agreed acceptance tests Purchaser's location, and (or, 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 absence Specifications and utilized by the Purchaser. The decision of such agreementthird party shall be binding with respect to the issue of acceptance or rejection of such units of Supplied Product. In the event that such third party determines that units of Supplied Products were correctly rejected, the tests Buyer may reasonably consider necessary) parties will mutually discuss in good faith and notify agree upon the Supplier disposition of any discovered defects without undue delay after all such test is completedrejected units remaining at the Purchaser's location. If no In the event that such notification is received by Supplier within ten (10) working days after deliverythird party determines that units of Supplied Products were incorrectly rejected, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products such units shall be deemed accepted upon sending out this information by the Purchaser.
(ii) Notwithstanding anything to Buyerthe contrary in Section 4.3(i) above, it is the parties' intention that Innovasive shall accept Collagen's certificate of analysis for units of any Supplied Product which are supplied by Collagen more than twelve (12) months after the date on which Collagen first supplies units of such Supplied Product to Innovasive, provided that the units of such Supplied Product supplied by Collagen during such twelve (12) month period have substantially complied with applicable Specifications. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possibleAfter such twelve (12) month period, and the relevant parts subject to Innovasive's right to periodically inspect and test units of the acceptance test such Supplied Product to verify compliance with applicable Specifications, Section 4.3(i) shall cease to apply with respect to units of such Supplied Product other than any units of such Supplied Product that have been rejected based on Innovasive's inspection and testing in accordance with Section 4.3(i), and units of such Supplied Product (other than those rejected as aforesaid) shall be repeated within a reasonable period deemed accepted by Innovasive once such units have passed Collagen's internal quality control procedures and received Collagen's certificate of time in conformity with the procedures outlined aboveanalysis.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Cohesion Technologies Inc)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer (a) Supplier shall inspect all Products before shipment to ensure conformance with the Supplier’s applicable warranty provisions. In the event that Supplier’s conformance level falls below ninety-seven percent (97%) due to issues for which Supplier is responsible, for Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the delivered during any consecutive three (3) month period, Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not will provide a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier corrective action plan within ten (10) working business days after deliveryof Buyer notifying Supplier of such non-conformance. If the Supplier’s corrective action plan does not improve Supplier’s conformance level to ninety-seven percent (97%) or better during the month following the implementation of the Supplier’s corrective action plan, the Products Supplier shall be deemed acceptedto be in material breach of this Agreement in accordance with Section 6 of this Agreement and the provisions of Section 7 shall apply. If Without prejudice to the forgoing, if the Supplier’s corrective action plan does not improve Supplier’s conformance level to ninety-seven percent (97%) or better during the month following the implementation of the Supplier’s corrective action plan, Buyer may adjust the deliveries of existing orders until Supplier receives once again achieves a notification ninety-seven percent (97%) conformance level for a consecutive three (30 month period. Supplier hereby agrees that it shall be liable to Buyer for any and all claims, administration of claims, demands, losses, causes of action, liabilities, costs damages (including consequential damages) and expenses (including reasonable attorneys’ fees) caused by, resulting from or in any way connected with Supplier’s failure to maintain a conformance level of ninety-seven percent (97%) or above resulting from the direct or indirect acts or omissions of Supplier or any of its suppliers, contractors or sub-contractors.
(b) Buyer reserves the right to inspect the Products being supplied by Supplier to ensure that they meet the Specifications. Buyer shall have twenty-eight (28) days from receipt of Products to perform such inspection. Buyer may return Products which fail to meet the Specifications by first contacting the Supplier for a valid Return Materials Authorization (“RMA”) number that shall appear on any and all paperwork, packing lists, airbills, etc. pertaining to such shipment returned to Supplier, in its reasonable opinion, considers unjustified, . Supplier reserves the right to reject any shipment of returned Product that does not contain a valid RMA number. Supplier shall inform either repair or replace (at Supplier’s discretion) any such Products returned to Supplier and Supplier shall return such repaired or replacement Product to Buyer thereof and the Products shall be deemed accepted upon sending out this information or to Buyer. If Supplier receives a justified notification, ’s customer at Supplier’s cost (for shipping) within thirty (30) days of Supplier’s receipt of such Products at its facility.
(c) Supplier shall as provide, within thirty (30) days of Buyer’s request and in a sole remedy correct mutually agreed upon format, the shortcomings as soon as reasonably possible, failure analysis and closed loop corrective action for each Product or group of Products with identical failures and corrective actions. The Supplier shall reserve the relevant parts right to charge the Buyer up to $75 per Product that is returned for repair and for which the failure analysis is “No Trouble Found” (“NTF”). It is the intent of the acceptance test shall be repeated within a reasonable period of time in conformity Supplier to work with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within to fashion a reasonable time minimum test suite to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed used by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed before returning product to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveminimize NTF reports.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- non-granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement of the Contract, Buyer shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessarya) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the All Products shall be deemed acceptedsubject to inspection by Customer after delivery to determine conformity with Customer's Order and Seller's advertised or published specifications. Unless otherwise mutually agreed, Customer shall have a period of sixty (60) days following arrival of Product at the delivery destination specified by Customer within which to inspect the Product for conformity with Customer's Order and Seller's advertised and published specifications and to provide Seller with written notice of any discrepancy or rejection. If Supplier receives a the Product is to be installed by Customer, Customer shall have the longer of thirty (30) days following such installation or following completion of any Seller authorized testing period within which to complete such inspection, provided that installation shall occur not more than thirty (30) days from delivery. Following notification which Supplierby Customer, if Seller is unable to repair or replace Product that does not conform, in its reasonable opinionwhole or in part, considers unjustifiedwithin five (5) business days or such lesser time as is determined by Customer to be reasonable, Supplier then Customer may return Product to Seller, at Seller's risk and expense, and receive a refund of all amounts paid with respect to the returned Product. For such Product returns, Customer shall inform Buyer thereof notify Seller and arrange for the Products return of Product.
(b) Inspection or failure to inspect on any occasion shall not affect Customer's rights under the "WARRANTY" provisions of this Agreement or any other rights or remedies available to Customer, under this Agreement.
(c) If Seller is to perform installation of Product, Customer's acceptance of Product will be required. Product shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts after successful conclusion of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s Seller's standard test procedures whereby these tests (or other mutually agreed upon evaluation and test procedures), and Customer's written concurrence that Product has successfully completed such test procedures, provided that such test procedures verify Product performance in accordance with Seller's advertised or published specifications or other mutually agreed upon specifications for such Product. If Product fails to meet acceptance criteria, Seller shall have thirty (30) days to correct all deficiencies, unless otherwise mutually agreed. If, after the cure period, Product still fails to perform, Customer shall have the right to reject Product and return Product to Seller at Seller's expense. Any amounts paid to Seller by Customer shall be considered performed in the presence refunded to Customer within thirty (30) days after return of BuyerProduct. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness The purchase price for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier such Product shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall also be repeated within a reasonable period of time in conformity with the procedures outlined abovecredited against any volumes under this Agreement.
12.4 Minor defects or deviations (d) Customer's right to inspect and test does not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance relieve Seller from its testing, inspection and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possiblequality control obligations.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Product Purchase Agreement (Godigital Networks Corp)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement If Buyer so requests Buyer shall be notified by Madern of the Contractdate on which Madern believes the Goods to materially conform to the relevant criteria for shipment to Buyer’s site and Buyer then shall have five (5) business days from the date notified by Madern to inspect the Goods at Madern’s relevant plant-site before delivery. In the event Buyer inspects the Goods Buyer shall have five (5) business days from the date of inspection using Madern’s specifications as the metric for evaluating the Goods, to provide Madern with a written notice of any defects in the Goods. Madern shall then use commercially reasonable efforts to correct any defects identi- fied by Buyer. In the event Buyer does not notify Madern of any defects within five (5) business days, then the Goods will be deemed accepted and ready for Delivery and shipment FCA Madern’s plant. If Buyer has timely so requested and subject to Buyer fulfilling its obligations set forth in this Agreement, Madern shall install the Goods at the Site on the terms and conditions set forth in Madern’s order confirmation. Madern shall pro- vide 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 Goods and installation material- ly conform to the Acceptance criteria as defined in the relevant Exhibit, Buyer shall be so noti- fied. Buyer shall have fifteen (15) business days from the date of such notification to provide Madern with written notice of any defects in the Goods and/or their installation. If Buyer discov- ers 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 Buy- er’s notice, Madern will use commercially rea- sonable 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 Buy- er has not inspected the Goods prior to ship- ment FCA from Madern’s plant, Buyer shall inspect the Products without undue delay Goods for damages or defects with- in fifteen (15) days after delivery using an inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement receipt of the Contract, but acceptance is, Goods at the Site. Buyer shall carry out use Madern’s specifica- tions as the agreed acceptance tests (or, in metric for evaluating the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expenseGoods. If Buyer fails discovers any damage or defects, Buyer will, within such fifteen (15) day period, notify Madern in writing of any damage to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed or defects in the presence 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. By passing the relevant acceptance testIf Madern does not agree with Buyer’s notice, the Products concerned are accepted. If acceptance testing on the date notified is prevented due parties shall negotiate in good faith to reasons within resolve Buyer’s sphere (including non- granting of access) without good cause claimed by the objections. Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is will be deemed to have taken place with Accepted the notification Goods if written notice of readiness for acceptance testing. If the acceptance test damage or defects is justifiably, reasonably and in good faith not sent to Madern within this fifteen (deemed15) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveday period.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Sales Contracts
Inspection and Acceptance. 12.1 Where neither installation nor A. All deliverable items specified in Paragraph A of Article 2 hereof, entitled Delivery by Contractor, and Contractor’s entitlement to the price specified in Article 4 hereof, entitled Price, shall be subject to inspection and acceptance of such items by Globalstar in accordance with this Article 5 and the relevant sections of Exhibit A, entitled Statement of Work.
B. Inspection and acceptance testing shall be in accordance with the procedures and requirements specified in Exhibit A hereto, entitled Statement of Work and Exhibit B hereto, entitled Technical Specifications. If the Work fails to pass the relevant acceptance test Contractor shall reperform the Work or repair or replace any deliverable item as is a requirement necessary to correct the problem at which time the relevant acceptance test shall be repeated. The foregoing process shall be repeated as necessary until the relevant acceptance test has been successfully completed in accordance with Section 6 of Exhibit A hereto, entitled Statement of Work. Upon completion of the Contractrelevant acceptance test Contractor shall provide Globalstar with a written acceptance test report in accordance with Section 6 of Exhibit A hereto, Buyer entitled Statement of Work. Globalstar shall inspect the Products without undue delay after delivery using an inspection method at least equivalent to the then latest version notify Contractor of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement its acceptance or rejection of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests relevant Work within fifteen (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (1015) working days after deliverydelivery or, if applicable, upon completion of the Products relevant acceptance test report. In the event that no such notice is received by Contractor from Globalstar within said fifteen (15) working day period, such Work shall be deemed acceptedto be accepted by Globalstar.
C. Provisional Acceptance of RAN. If Supplier receives a notification which SupplierProvisional Acceptance shall occur upon successful completion of SySAT testing in accordance with Section 6.5 of Exhibit A hereto, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products entitled Statement of Work. Provisional Acceptance shall be deemed accepted upon sending out this information to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct occur if either (i) no confirmation that SySAT testing is successfully completed is received by Contractor from Globalstar within fifteen (15) working days of receipt by Globalstar of the shortcomings as soon as reasonably possible, and test report or (ii) at any time prior to the completion of SYSAT testing Globalstar puts the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined abovedeliverables into commercial service.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: Contract (Globalstar, Inc.)
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is the Master Agreement, a requirement of the ContractParticipating Addendum, Buyer shall inspect the Products without undue delay after delivery using or an Order does not otherwise specify a process for inspection method at least equivalent to the then latest version of ISO 9001 and notify the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation Acceptance, this section governs. This section is not a requirement of intended to limit rights and remedies under the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreement, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completedapplicable commercial code. If no such notification is received by Supplier within ten (10) working days after Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. 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. 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. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof Accepted and the Products no charges shall be deemed accepted upon sending out this information to Buyerpaid until the standard of performance is met. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the The warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discoverybegin upon Acceptance.
Appears in 1 contract
Samples: Master Agreement
Inspection and Acceptance. 12.1 a. Where neither installation nor acceptance the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is a requirement not intended to limit rights and remedies under the applicable commercial code.
b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the ContractLead State or other Participating or Purchasing Entity, Buyer shall inspect at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Products without undue delay after delivery using an inspection method at least equivalent contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the then latest version preparation and shipping of ISO 9001 Product rejected and notify returned, or for which Acceptance is revoked.
c. If any services do not conform to contract requirements, the Supplier Purchasing Entity may require the Contractor to perform the services again in conformity with contract
d. The warranty period shall begin upon Acceptance.
e. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any discovered defects within one working 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 such inspection the Product is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (delivered or, in the absence of such agreementif installed, the tests Buyer may reasonably consider necessary) day after the Product is installed and notify Contractor certifies that the Supplier of any discovered defects without undue delay after such test Product is completedready for Acceptance Testing. If no such notification 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 received by Supplier within ten (10) working days after deliverymet. Upon rejection, the Products 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. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof Accepted and the Products no charges shall be deemed accepted upon sending out this information to Buyerpaid until the standard of performance is met. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the The warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discoverybegin upon Acceptance.
Appears in 1 contract
Samples: Naspo Valuepoint Master Agreement for Aed Units and Accessories
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement 9.1 Inspection of all Hardware, documentation and Contractor's services provided hereunder shall take place in accordance with the terms of Article 10, entitled "Access to Work in Process," herein.
9.2 Preliminary Acceptance of the ContractSpacecraft shall occur when all in-plant tests required to be performed by Contractor for the Hardware have been completed and the Contractor has demonstrated at the pre-ship review that the Hardware meets the requirements of Exhibit B, Buyer at which time HCG shall inspect accept the Products without undue delay after delivery using an inspection method Hardware on a Preliminary basis in writing within five (5) business days subject to completion of Launch Site tests specified in Exhibit D, Galaxy IX Spacecraft Test Plan. If the Hardware is unacceptable, Contractor shall promptly and at least equivalent to its expense, rectify the then latest version of ISO 9001 unsatisfactory Hardware and notify resubmit the Supplier of any discovered defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but Hardware for acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence of such agreementby HCG as provided above. In either case, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products shall be deemed accepted. If Supplier receives a notification which Supplier, in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products Hardware shall be deemed accepted upon sending out this information failure of HCG to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct notify Contractor within the shortcomings as soon as reasonably possible, and the relevant parts above five (5) business days that it is accepted or rejected.
9.3 Final Acceptance of the acceptance Spacecraft shall occur upon i) the completion of In-orbit Testing by HCG, or ii) forty-five (45) days after Intentional Ignition (as defined in Paragraph 16.3 herein), or iii) upon the Partial Failure, Total Failure or Total Constructive Failure of the Spacecraft (as defined in the applicable HCG Galaxy IX Launch Insurance Contract), whichever occurs first. HCG shall have access to Launch Site test results during the launch campaign in accordance with the provisions of Article 10, Paragraph 10.1 "Access to Work in Process."
9.4 With respect to deliverable Hardware which HCG orders Contractor to store, the Hardware shall be repeated within stored at a reasonable period of time in conformity with location to be negotiated and Final Acceptance shall occur at the procedures outlined above.
12.3 Where both installation end of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at Buyer’s sole expense. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with the notification of readiness for acceptance testing. If the acceptance test is justifiably, reasonably and in good faith not (deemed) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the ********** warranty period as set forth in Section 13Article 16 herein, Buyer shall notify Supplier entitled "Spacecraft Warranty", or such other event mutually agreed upon between the Parties. REDACTED CONFIDENTIAL TREATMENT REQUESTED -------------------------------- The asterisked portions of any hidden or latent defect immediately after its discovery.this document have been omitted and are filed separately with the Securities and Exchange Commission
Appears in 1 contract
Inspection and Acceptance. 12.1 Where neither installation nor acceptance is a requirement If Buyer so requests Buyer shall be notified by Xxxxxx of the Contractdate on which Xxxxxx believes the Goods to materially conform to the relevant criteria for shipment to Buyer’s site and Buyer then shall have five (5) business days from the date notified by Xxxxxx to inspect the Goods at Madern’s relevant plant-site before delivery. In the event Buyer inspects the Goods Buyer shall have five (5) business days from the date of inspection using Madern’s specifications as the metric for evaluating the Goods, to provide Madern with a written notice of any defects in the Goods. Madern shall then use commercially reasonable efforts to correct any defects identified by Xxxxx. In the event Buyer does not notify Madern of any defects within five (5) business days, then the Goods will be deemed accepted and ready for Delivery and shipment FCA Madern’s plant. If Buyer has timely so requested and subject to Buyer fulfilling its obligations set forth in this Agreement, Madern shall install the 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. Xxxxxx shall perform the Acceptance Tests, if any, listed in the relevant Exhibit. When Xxxxxx believes that the Goods and installation materially conform to the Acceptance criteria as defined in the relevant Exhibit, Buyer shall be so notified. Buyer shall have fifteen (15) business days from the date of such notification to provide Madern with written notice of any defects in the Goods and/or their installation. If Xxxxx 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 Xxxxx’s notice, Madern will use commercially reasonable efforts to correct said defects. If Madern does not agree with Xxxxx’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 Xxxxxx does not install the Goods and Xxxxx has not inspected the Goods prior to shipment FCA from Xxxxxx’s plant, Buyer shall inspect the Products without undue delay Goods for damages or defects within fifteen (15) days after delivery using an inspection method receipt of the Goods at least equivalent to the then latest version of ISO 9001 and Site. Buyer shall use Madern’s specifications as the metric for evaluating the Goods. If Xxxxx discovers any damage or defects, Buyer will, within such fifteen (15) day period, notify the Supplier Madern in writing of any discovered damage to or defects within one working day after such inspection is completed.
12.2 Where installation is not a requirement of the Contract, but acceptance is, Buyer shall carry out the agreed acceptance tests (or, in the absence Goods, specifying in detail the nature of such agreementdamage or defects. If Madern agrees with Xxxxx’s notice, Madern will use commercially reasonable efforts to correct said defects. If Madern does not agree with Xxxxx’s notice, the tests Buyer may reasonably consider necessary) and notify the Supplier of any discovered defects without undue delay after such test is completed. If no such notification is received by Supplier within ten (10) working days after delivery, the Products parties shall be deemed accepted. If Supplier receives a notification which Supplier, negotiate in its reasonable opinion, considers unjustified, Supplier shall inform Buyer thereof and the Products shall be deemed accepted upon sending out this information good faith to Buyer. If Supplier receives a justified notification, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined above.
12.3 Where both installation of the Products and acceptance thereof are requirements of the Contract, Supplier shall notify Buyer when the installed Products are ready for acceptance testing, inviting Buyer within a reasonable time to attend the agreed acceptance test (or, in the absence of such agreement, Supplier’s standard tests to demonstrate relevant compliance of the Products and of the installation with the agreed specifications). Xxxxx’s attendance at the acceptance test shall be at resolve Buyer’s sole expenseobjections. If Buyer fails to attend acceptance testing on the date notified, Supplier will commence with the tests according to Supplier’s standard test procedures whereby these tests shall be considered performed in the presence of Buyer. By passing the relevant acceptance test, the Products concerned are accepted. If acceptance testing on the date notified is prevented due to reasons within Buyer’s sphere (including non- granting of access) without good cause claimed by the Buyer and which the Supplier, in its reasonable opinion, considers justified, acceptance is deemed to have taken place with Accepted the notification Goods if written notice of readiness for acceptance testing. If the acceptance test damage or defects is justifiably, reasonably and in good faith not sent to Madern within this fifteen (deemed15) passed, Supplier shall as a sole remedy correct the shortcomings as soon as reasonably possible, and the relevant parts of the acceptance test shall be repeated within a reasonable period of time in conformity with the procedures outlined aboveday period.
12.4 Minor defects or deviations not affecting the operational use of the Products installed shall not entitle the Buyer to reject acceptance and shall not obstruct or suspend acceptance testing. Supplier undertakes to remedy such defects as soon as reasonably possible.
12.5 During the warranty period set forth in Section 13, Buyer shall notify Supplier of any hidden or latent defect immediately after its discovery.
Appears in 1 contract
Samples: General Terms and Conditions
