Common use of INSPECTION AND REJECTION Clause in Contracts

INSPECTION AND REJECTION. Supplier shall provide and maintain a best-in-class inspection system covering the supplies, processing methods, special tooling, materials, workmanship, and final product ordered under the P.O. Supplier shall make its inspection records of all work and materials available to Xxxxx during the performance of the Agreement, and for seven (7) years thereafter. Xxxxx shall have the right and opportunity to inspect and test all supplies, processing methods, special tooling, materials, workmanship and final product ordered under the P.O. at all times and places, including during the periods of manufacture. Xxxxx shall not be deemed to have accepted any Goods until the expiration of a reasonable period of time for inspection after delivery which period of time shall not be less than ninety (90) days after delivery and Xxxxx may thereafter reject or revoke acceptance of non-conforming Goods. Supplier acknowledges and agrees that Xxxxx may inspect any commercial lot of Goods consisting of numerous units of the same Good by inspecting only a reasonable sampling of such units and that Xxxxx may reject or revoke acceptance of any other units of such commercial lot which Xxxxx at a later time discovers to be non-conforming. Even if not detected during a standard inspection, Supplier further acknowledges and agrees that Xxxxx may reject or revoke acceptance of any non-conforming Goods. If any Goods delivered are non-conforming in materials or workmanship or otherwise, Xxxxx shall have the right, notwithstanding payment or any prior inspection or test, either to reject or revoke acceptance of such non-conforming Goods and to require that Supplier promptly replace or correct any such non- conforming Goods at Supplier’s expense, in addition to any other rights or remedies available pursuant to applicable “Law,” which term when used in this Agreement includes all federal, state and local statutes, laws, ordinances, rules and regulations, as well as judicial decrees, and orders of government agencies, in all cases as they now exist and as they may be passed, enacted, promulgated, amended, revised, recodified, ordered or otherwise changed hereafter. If Supplier fails to promptly replace or correct such Goods after Xxxxx requests Supplier to do so, Xxxxx, in its sole and absolute discretion, may either (i) by contract or otherwise, replace or correct such Goods and charge to Supplier the increased cost incurred by Xxxxx; (ii) accept the delivery of such Goods, subject to a reduction in price reflecting the reduced value attributable to non-conformance, which Supplier accepts shall be decided by Xxxxx; or (iii) terminate the Agreement for default subject to payment by Supplier to Xxxxx of any damages resulting from such failure, as provided in Clause 16, in addition to any other rights or remedies available under applicable Law. Supplier assumes all transportation and handling costs and the risk of damage to or loss of non-conforming Goods.

INSPECTION AND REJECTION. Supplier shall provide 6.1. All API delivered to Purchaser hereunder may be inspected by Purchaser and maintain a best-in-class inspection system covering rejected if the suppliesAPI does not meet the Specifications or has not been manufactured in accordance with cGMP(s) (any such API, processing methods, special tooling, materials, workmanship, and final product ordered under the P.O. Supplier shall make its inspection records of all work and materials available to Xxxxx during the performance of the Agreement, and for seven (7) years thereafter“Nonconforming API”). Xxxxx shall have the right and opportunity to inspect and test all supplies, processing methods, special tooling, materials, workmanship and final product ordered under the P.O. at all times and places, including during the periods of manufacture. Xxxxx shall not API will be deemed to have accepted any Goods until if Noramco does not receive a written notice from Purchaser setting forth in reasonable detail the expiration of a reasonable period of time for inspection claimed visible nonconformity within [***] after delivery which period to Purchaser of time shall not be less than ninety (90) days after delivery and Xxxxx may thereafter reject such API or revoke acceptance of the claimed non-conforming Goods. Supplier acknowledges and agrees that Xxxxx may inspect any commercial lot of Goods consisting of numerous units of the same Good by inspecting only a reasonable sampling of such units and that Xxxxx may reject or revoke acceptance of any other units of such commercial lot which Xxxxx at a later time discovers to be non-conforming. Even if not detected during a standard inspection, Supplier further acknowledges and agrees that Xxxxx may reject or revoke acceptance of any non-conforming Goods. If any Goods delivered are non-conforming in materials or workmanship or otherwise, Xxxxx shall have the right, notwithstanding payment or any prior inspection or test, either to reject or revoke acceptance visible nonconformity within [***] after Purchaser’s discovery of such non-conforming Goods and to require that Supplier promptly replace or correct any such non- conforming Goods at Supplier’s expensevisible nonconformity, provided, however, in addition no event shall any API be rejected based on nonconformity less than [***] prior to its expiration date. 6.2. Upon receipt of a written notice that any API delivered hereunder is Nonconforming API within the time period specified in Section 6.1, Noramco will have [***] to inspect the allegedly Nonconforming API and make a reasonable assessment of the alleged nonconformance. At Noramco’s request, Purchaser must promptly supply samples of the allegedly Nonconforming API or some other rights evidence of nonconformity that Noramco may reasonably specify. 6.3. If Noramco disagrees with Purchaser’s determination that API delivered hereunder is Nonconforming API, Noramco shall promptly notify Purchaser and, if the Parties are unable to resolve such disagreement within a [***] period, such disagreement will be investigated in accordance with the Quality Agreement. If the Parties cannot agree after such investigation whether such API is in fact Nonconforming API, (a) if Purchaser alleges that such API does not meet the Specifications, then samples of such API will be submitted to a qualified independent laboratory mutually agreed to by Noramco and Purchaser for testing and such laboratory will use the test methods contained in the applicable Specifications or remedies available pursuant (b) if Purchaser alleges that such API has not been manufactured in accordance with cGMP(s), then such disagreement shall be referred to applicable “Law,” a mutually agreed upon third party expert for resolution which term when used shall include root cause investigation, independent expert assessment, independent third party testing and replacement of API. The determination of such laboratory or third party expert with respect to all or part of such API will be final and binding on the Parties, absent manifest error. The fees and expenses of the laboratory or third party expert incurred in this Agreement includes all federalmaking such determination will be paid by Noramco, state if the determination is made against Noramco or by Purchaser, if the determination is made against Purchaser. 6.4. If the Parties agree or there is a determination under Section 6.3 that any API delivered hereunder is Nonconforming API, Noramco, at its sole cost and local statutes, laws, ordinances, rules and regulations, as well as judicial decrees, and orders of government agencies, in all cases as they now exist expense and as they may be passed, enacted, promulgated, amended, revised, recodified, ordered or otherwise changed hereafter. If Supplier fails to promptly replace or correct such Goods after Xxxxx requests Supplier to do so, Xxxxx, in its Purchaser’s sole and absolute discretion, may either (i) by contract or otherwise, replace or correct such Goods and charge to Supplier the increased cost incurred by Xxxxx; (ii) accept the delivery of such Goodsremedy shall, subject to a reduction in price reflecting the reduced value attributable Sections 10.4 and 10.5, promptly replace such Nonconforming API and reimburse Purchaser [***]. Nonconforming API will be returned to non-conformance, which Supplier accepts shall be decided by Xxxxx; or (iii) terminate the Agreement for default subject to payment by Supplier to Xxxxx of any damages resulting from such failure, as provided in Clause 16, in addition to any other rights or remedies available under applicable Law. Supplier assumes all transportation and handling costs and the risk of damage to or loss of non-conforming GoodsNoramco at its expense.

INSPECTION AND REJECTION. Supplier shall provide and maintain a best-in-class inspection system covering the supplies, processing methods, special tooling, materials, workmanship, and final product ordered under the P.O. Supplier shall make its inspection records of all work and materials available to Xxxxx during the performance of the Agreement, Agreement and for seven until Xxxxx’x (7potential) years thereafterwarranty rights become time barred. Xxxxx shall have the right and opportunity to inspect and test all supplies, processing methods, special tooling, materials, workmanship and final product ordered under the P.O. at all times and places, including during the periods of manufacture. With respect to the commercial duty to inspect and give notice of defects, the statutory provisions (Sections 377, 381 of the German Commercial Code) shall apply with the following proviso: the duty to inspect the Goods shall be limited to defects which are apparent upon Xxxxx’x inspection of incoming goods by way of an external examination, including, without limitation, review of the delivery documents (e. g. transport damage, wrong and short delivery) or which are recognizable during Xxxxx’x quality control by random sampling. In all other respects, it depends on the extent to which an inspection is reasonable in the normal course of business, taking into account the circumstances of the individual case. Xxxxx’x obligation to give notice of defects for defects discovered at a later point in time remains unaffected. Irrespective of Xxxxx’x inspection obligation, any notice of defects given by Xxxxx shall not in any case be deemed to have accepted any Goods until be prompt and timely if it is sent within seven (7) working days of discovery or, in the expiration case of obvious defects, of delivery. Supplier shall bear the expenses required for the purpose of inspection and subsequent performance even if it turns out that there was no defect. Xxxxx’x liability for damages in the event of an unjustified demand for the removal of defects remains unaffected; however, Xxxxx shall only be liable in this respect if it has known or grossly negligently failed to know that there was no defect. Notwithstanding Xxxxx’x statutory rights and the preceding provisions, the following shall apply: if Supplier does not fulfill its obligation to provide subsequent performance - at Xxxxx’x discretion by remedying the defect (rectification) or by delivering a defect-free Good (replacement delivery) - within a reasonable period of time for inspection after delivery which period of time shall not be less than ninety (90) days after delivery and set by Xxxxx, Xxxxx may thereafter reject or revoke acceptance of non-conforming Goods. Supplier acknowledges remedy the defect by itself and agrees that Xxxxx may inspect any commercial lot of Goods consisting of numerous units demand reimbursement of the same Good by inspecting only necessary expenses or a reasonable sampling of such units and that Xxxxx may reject or revoke acceptance of any other units of such commercial lot which Xxxxx at a later time discovers to be non-conforming. Even if not detected during a standard inspection, Supplier further acknowledges and agrees that Xxxxx may reject or revoke acceptance of any non-conforming Goodscorresponding advance payment from Supplier. If any Goods delivered are non-conforming in materials the subsequent performance by Supplier has failed or workmanship if it is unreasonable for Xxxxx to set a time limit, even a short one, (e.g. due to particular urgency, endangerment of operational safety or otherwiseimminent occurrence of disproportionate damage), no time limit need be set; however, Xxxxx shall have the right, notwithstanding payment or any prior inspection or test, either to reject or revoke acceptance inform Supplier of such non-conforming Goods and to require that Supplier promptly replace or correct any such non- conforming Goods at Supplier’s expensecircumstances without delay, if possible in advance. Otherwise, in addition the event of a defect of quality or title, Xxxxx is entitled to any other rights reduce the purchase price or remedies available pursuant to applicable “Law,” which term when used withdraw from the Agreement in this Agreement includes all federalaccordance with the statutory provisions. In addition, state and local statutes, laws, ordinances, rules and regulations, as well as judicial decrees, and orders of government agencies, in all cases as they now exist and as they may be passed, enacted, promulgated, amended, revised, recodified, ordered or otherwise changed hereafter. If Supplier fails to promptly replace or correct such Goods after Xxxxx requests Supplier to do so, Xxxxx, in its sole and absolute discretion, may either (i) by contract or otherwise, replace or correct such Goods and charge to Supplier the increased cost incurred by Xxxxx; (ii) accept the delivery of such Goods, subject to a reduction in price reflecting the reduced value attributable to non-conformance, which Supplier accepts shall be decided by Xxxxx; or (iii) terminate entitled to compensation for damages and expenses in accordance with the Agreement for default subject to payment by Supplier to Xxxxx of any damages resulting from such failure, as provided in Clause 16, in addition to any other rights or remedies available under applicable Law. Supplier assumes all transportation and handling costs and the risk of damage to or loss of non-conforming Goodsstatutory provisions.

INSPECTION AND REJECTION. Supplier shall provide and maintain (a) Wastequip has the right to inspect the Goods on or after the Delivery Date. Wastequip, at its sole option, may inspect all or a best-in-class inspection system covering sample of the supplies, processing methods, special tooling, materials, workmanshipGoods, and final product ordered under the P.O. Supplier shall make its inspection records of may reject all work and materials available to Xxxxx during the performance or any portion of the Agreement, and for seven (7) years thereafterGoods if it determines the Goods are nonconforming or defective. Xxxxx shall have the right and opportunity to inspect and test all supplies, processing methods, special tooling, materials, workmanship and final product ordered under the P.O. at all times and places, including during the periods of manufacture. Xxxxx shall not be deemed to have accepted If Wastequip rejects any Goods until the expiration of a reasonable period of time for inspection after delivery which period of time shall not be less than ninety (90) days after delivery and Xxxxx may thereafter reject or revoke acceptance of non-conforming Goods. Supplier acknowledges and agrees that Xxxxx may inspect any commercial lot of Goods consisting of numerous units portion of the same Good by inspecting only a reasonable sampling of such units and that Xxxxx may reject or revoke acceptance of any other units of such commercial lot which Xxxxx at a later time discovers to be non-conforming. Even if not detected during a standard inspectionGoods, Supplier further acknowledges and agrees that Xxxxx may reject or revoke acceptance of any non-conforming Goods. If any Goods delivered are non-conforming in materials or workmanship or otherwise, Xxxxx shall have Wastequip has the right, notwithstanding payment or any prior inspection or testeffective upon written notice to Seller, either to reject or revoke acceptance of such non-conforming Goods and to require that Supplier promptly replace or correct any such non- conforming Goods at Supplier’s expense, in addition to any other rights or remedies available pursuant to applicable “Law,” which term when used in this Agreement includes all federal, state and local statutes, laws, ordinances, rules and regulations, as well as judicial decrees, and orders of government agencies, in all cases as they now exist and as they may be passed, enacted, promulgated, amended, revised, recodified, ordered or otherwise changed hereafter. If Supplier fails to promptly replace or correct such Goods after Xxxxx requests Supplier to do so, Xxxxx, in its sole and absolute discretion, may either to: (i) by contract or otherwise, replace or correct such Goods and charge to Supplier rescind the increased cost incurred by XxxxxOrder in its entirety; (ii) accept the delivery Goods at a reasonably reduced price; (iii) reject the Goods and require replacement of such the rejected Goods, subject to a reduction in price reflecting the reduced value attributable to non-conformance, which Supplier accepts shall be decided by Xxxxx; or (iiiiv) terminate the Agreement for default subject to payment by Supplier to Xxxxx of any damages resulting from correct or replace such failure, as provided in Clause 16, in addition to any other rights or remedies available under applicable Law. Supplier assumes all transportation and handling costs and the risk of damage to or loss of defective/non-conforming items with similar items and recover the total cost thereof from the Seller. If Wastequip requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the expedited delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Wastequip may replace them with goods from a third party and charge Seller the total cost thereof and terminate this Order for cause pursuant to Section 18. (b) If the Services or the tender of delivery fail in any respect to conform to specifications, the terms and conditions of the Order, any Statement of Work (“SOW”) or similar document, or applicable industry standards, or if the Services are deficient, at Wastequip’s option, Seller shall either give to Wastequip a full credit or refund of the purchase price of the rejected nonconforming or deficient Services or, at its expense, shall remedy or perform the Services again in accordance with Wastequip’s instructions. Wastequip’s expenses for inspection of the Services found to be nonconforming or deficient shall be charged to Seller or deducted from amounts due Seller. Wastequip’s failure to detect nonconformities or deficiencies in the Services shall not affect Wastequip’s remedies as to such nonconformities and/or deficiencies. (c) Any inspection or other action by Wastequip under this Section shall not reduce or otherwise affect Seller's obligations under the Order, and Wastequip shall have the right to conduct further inspections after Seller has carried out its remedial actions. (d) Wastequip will have the right, but not the obligation to examine Xxxxxx’s records for the purpose of determining compliance with this Order. Should a compliance review be performed, Wastequip or its duly designated representatives will provide reasonable notice to Seller and the records may be examined only during the normal business hours. Wastequip will bear all audit costs.

INSPECTION AND REJECTION. Supplier shall provide and maintain a best-in-class inspection system covering the supplies, processing methods, special tooling, materials, workmanship, and final product ordered under the P.O. Supplier shall make its inspection records of all work and materials available to Xxxxx during the performance of the Agreement, and for seven (7) years thereafter. Xxxxx shall have the right and opportunity to inspect and test all supplies, processing methods, special tooling, materials, workmanship and final product ordered under the P.O. at all times and places, including during the periods of manufacture. Xxxxx shall not be deemed to have accepted any Goods until the expiration of a reasonable period of time for inspection after delivery which period of time shall not be less than ninety (90) days after delivery and Xxxxx may thereafter reject or revoke acceptance of non-conforming Goods. Supplier acknowledges and agrees that Xxxxx may inspect any commercial lot of Goods consisting of numerous units of the same Good by inspecting only a reasonable sampling of such units and that Xxxxx may reject or revoke acceptance of any other units of such commercial lot which Xxxxx at a later time discovers to be non-conforming. Even if not detected during a standard inspection, Supplier further acknowledges and agrees that Xxxxx may reject or revoke acceptance of any non-conforming Goods. If any Goods delivered are non-conforming in materials or workmanship or otherwise, Xxxxx shall have the right, notwithstanding payment or any prior inspection or test, either to reject or revoke acceptance of such non-conforming Goods and to require that Supplier promptly replace or correct any such non- conforming Goods at Supplier’s expense, in addition to any other rights or remedies available pursuant to applicable “Law,” which term when used in this Agreement includes all federal, state and local statutes, laws, ordinances, rules and regulations, as well as judicial decrees, and orders of government agencies, in all cases as they now exist and as they may be passed, enacted, promulgated, amended, revised, recodified, ordered or otherwise changed hereafter. If Supplier fails to promptly replace or correct such Goods after Xxxxx requests Supplier to do so, Xxxxx, in its sole and absolute discretion, may either (i) by contract or otherwise, replace or correct such Goods and charge to Supplier the increased cost incurred by Xxxxx; (ii) accept the delivery of such Goods, subject to a reduction in price reflecting the reduced value attributable to non-conformance, (and with exception to article 1119 of the French Civil Code), which Supplier accepts shall be decided by Xxxxx; or (iii) terminate the Agreement for default subject to payment by Supplier to Xxxxx of any damages resulting from such failure, as provided in Clause 16, in addition to any other rights or remedies available under applicable Law. Supplier assumes all transportation and handling costs and the risk of damage to or loss of non-conforming Goods.

INSPECTION AND REJECTION. Supplier shall provide and maintain a best-in-class inspection system covering (a) In the suppliescase of DDP (Incoterms 2020) Accepted Purchase Orders, processing methods, special tooling, materials, workmanship, and final product ordered under the P.O. Supplier shall make its inspection records of all work and materials available prior to Xxxxx during the performance unloading of the AgreementSystem, and for seven (7Tesla shall grant the representative of Buyer who takes delivery of a System in accordance with Section 6(a) years thereafter. Xxxxx shall have the right and opportunity to visually inspect and test all suppliesthe external packaging of each XXXX Component [ ]; provided that if the Incoterm is EXW (Incoterms 2020), processing methodsBuyer’s visual inspection must occur prior to loading of the System. Buyer may reject any part of a System if, special toolingafter such visual inspection, materials, workmanship and final product ordered under Buyer reasonably believes that such part is likely to be damaged or to not conform to the P.O. at all times and places, including during the periods of manufactureSystem Specifications. Xxxxx Any equipment that Buyer properly rejects pursuant to this Section 8(a) shall not be deemed to have accepted any Goods until the expiration delivered for purposes of a reasonable period of time for inspection after delivery which period of time shall not be less than ninety (90) days after delivery and Xxxxx may thereafter reject or revoke acceptance of non-conforming Goods. Supplier acknowledges and agrees that Xxxxx may inspect any commercial lot of Goods consisting of numerous units of the same Good by inspecting only a reasonable sampling of such units and that Xxxxx may reject or revoke acceptance of any other units of such commercial lot which Xxxxx at a later time discovers to be non-conforming. Even if not detected during a standard inspection, Supplier further acknowledges and agrees that Xxxxx may reject or revoke acceptance of any non-conforming Goods. If any Goods delivered are non-conforming in materials or workmanship or otherwise, Xxxxx shall have the right, notwithstanding payment or any prior inspection or test, either to reject or revoke acceptance of such non-conforming Goods and to require that Supplier promptly replace or correct any such non- conforming Goods at Supplier’s expense, in addition to any other rights or remedies available pursuant to applicable “Law,” which term when used in this Agreement includes all federal, state and local statutes, laws, ordinances, rules and regulations, as well as judicial decrees, and orders of government agencies, in all cases as they now exist and as they may be passed, enacted, promulgated, amended, revised, recodified, ordered until Tesla has corrected the applicable damage or otherwise changed hereafter. If Supplier fails to promptly replace or correct such Goods after Xxxxx requests Supplier to do so, Xxxxx, in its sole and absolute discretion, may either (i) by contract or otherwise, replace or correct such Goods and charge to Supplier the increased cost incurred by Xxxxx; (ii) accept the delivery of such Goods, subject to a reduction in price reflecting the reduced value attributable to non-conformance, which Supplier accepts and Tesla shall incur Delivery Delay Damages after the Delivery Grace Period in accordance with Section 6(d). (b) Any Systems not rejected in accordance with Section 8(a) shall be decided deemed accepted by XxxxxBuyer; provided, that such deemed acceptance shall not affect any right or remedy available to Buyer pursuant to the Manufacturer’s Limited Warranty. Once accepted, any defects discovered in a System shall be resolved pursuant to the terms and conditions of the Manufacturer’s Limited Warranty; provided, if a defect is discovered prior to the commencement of the Manufacturer’s Limited Warranty Period which prevents Buyer from completing installation and/or commissioning of the System or presents a safety concern, then Buyer shall provide notice of the defect to Tesla in accordance with the process described in the Manufacturer’s Limited Warranty, and Tesla shall address such defect under (iiiand subject to) terminate the Agreement for default subject terms of the Manufacturer’s Limited Warranty as if the Manufacturer’s Limited Warranty were then already in effect, to payment the extent that the defect is covered (and not excluded from coverage or otherwise not covered) by Supplier the Manufacturer’s Limited Warranty. For clarity, if a defect does not prevent Buyer from installing and commissioning the System and does not create any safety concerns, and is a defect that is covered (and not excluded from coverage or otherwise not covered) by the Manufacturer’s Limited Warranty such that Tesla must remedy it in accordance with the Manufacturer’s Limited Warranty, then Tesla may address such defect upon commencement of the Manufacturer’s Limited Warranty Period or commissioning of the System to Xxxxx of any damages resulting from such failureavoid multiple site visits. For clarity, as provided in Clause 16, in addition this Section 8(b) shall apply to any other rights permitted assigns or remedies available under applicable Law. Supplier assumes all transportation and handling costs and the risk transferees of damage to or loss of non-conforming GoodsBuyer in accordance with this Agreement.