Common use of INSPECTION AND REJECTION Clause in Contracts

INSPECTION AND REJECTION. (a) Purchaser’s acknowledgement of receipt of the Products will not constitute acceptance of such Products or acknowledgement of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed in writing. Notwithstanding any prior inspection or payments hereunder, all Products shall be subject to final inspection, which may include measurement, testing or examination, and acceptance to Purchaser facility within a reasonable time which, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, at its option, to reject any part or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including the cost of transportation for reshipment, any and all rejected Products; (b) refund the price of any or all rejected Products; (c) a combination of the foregoing (a) and (b); or (d) itself replace, repair or correct any rejected Product at Supplier’s full expense, including the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contract. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaser.

INSPECTION AND REJECTION. (a) Purchaser’s acknowledgement of receipt of the Products will not constitute acceptance of such Products or acknowledgement of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed in writing. Notwithstanding any prior inspection or payments hereunder, all Products shall be subject to final inspection, which may include measurement, testing or examination, and acceptance to Purchaser facility within a reasonable time which, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, at its option, to reject any part or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including the cost of transportation for reshipment, any and all rejected Products; (b) refund the price of any or all rejected Products; (c) a combination of the foregoing (a) and (b); or (d) itself replace, repair or correct any rejected Product at Supplier’s full expense, including the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contract. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser Xxxxxxxxx in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaser.

INSPECTION AND REJECTION. (a) Purchaser6.1 Inspection of or payment for the Goods by ASTRI shall not constitute acceptance. Inspection or acceptance of or payment for the Goods by ASTRI shall not release Supplier from any of its obligations, representations or warranties under this Agreement. 6.2 ASTRI may, at any time, inspect the Goods or the manufacturing process for the Goods. If any inspection or test by ASTRI is made on the premises of Supplier, Supplier shall provide reasonable facilities and assistance for the safety and convenience of ASTRI’s acknowledgement of receipt inspection personnel. 6.3 If ASTRI does not accept any of the Products will not constitute acceptance Goods and/or Services, ASTRI shall promptly notify Supplier of such Products rejection, and Clauses 6.5 to 6.7 shall apply. Within two (2) weeks from such notification, Supplier shall collect the Goods from ASTRI at its own cost and expense or acknowledgement shall promptly re-perform the Services in accordance with ASTRI’s instructions. If Supplier does not collect the Goods within such two (2) week period, ASTRI is entitled to have the Goods delivered to Supplier at Supplier's cost and expense, or with the Supplier’s prior consent destroy the Goods, without prejudice to any other rights or remedies ASTRI may have under this Agreement, at law or in equity. 6.4 If, as a result of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed in writing. Notwithstanding any prior inspection or payments hereunder, all Products shall be subject to final sampling inspection, which may include measurementany part of a lot or shipment of like or similar items is found not to be in conformity with this Agreement, testing ASTRI is entitled to: (i) reject and return the entire shipment or examination, and acceptance to Purchaser facility within a reasonable time which, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect lot without further inspection; or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, (ii) at its option, to complete inspection of all items in the shipment or lot, reject and return any part or all nonconforming units (or accept them at a reduced price) and charge Supplier the cost and expense of such inspection. 6.5 If any Goods and/or Services provided by Supplier are defective or otherwise not in conformity with the Products ordered herein not conforming requirements of this Agreement, ASTRI shall notify Supplier and is entitled to, without prejudice to any other right or remedy available to it under this Contract. If the Products are rejected as not conforming to this ContractAgreement, Purchaser shall be held harmless for such rejection. Purchaser has the rightat law or in equity, at its option, to sole discretion: (i) claim a full refund of the Price paid by ASTRI for the Goods and/or Services under this Agreement; (ii) require Supplier to promptly to: (a) repair or replace, at Supplier’s expense, including remedy the cost of transportation for reshipment, any and all rejected Productsnon-conformance; (b) refund replace the price of any or all rejected Productsnonconforming Goods with Goods meeting the Requirements as soon as possible; and (c) a combination re-perform the Services that meet the Requirements as soon as possible; or (iii) purchase the non-confirming, defective, lost or damaged Goods elsewhere and claim Supplier for the loss and damage resulting therefrom; and/or (iv) engage any third party to provide the Services (in whole or in part) and claim Supplier for the loss and damage resulting therefrom. 6.6 Supplier shall bear all the cost and expense of: (i) repair, replacement, transportation and delivery of the foregoing (a) nonconforming Goods; and (b); or (dii) itself replace, repair or correct any rejected Product at Supplier’s full expense, including re-performing the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contract. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, Services to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recallsatisfaction of ASTRI. Supplier shall be responsible for reimburse ASTRI in respect of all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any expenses (including inspection, handling and storage costs or losses and expenses) reasonably incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser ASTRI in writing regarding recalls and other safety concerns regarding products similar connection therewith. 6.7 Risk in relation to the items supplied nonconforming Goods shall pass to Supplier upon the date of notification thereof by ASTRI to Supplier to customers other than Purchaserin accordance with this Clause.

INSPECTION AND REJECTION. (a) Purchaser6.1 Inspection of or payment for the Goods by ASTRI shall not constitute acceptance. Inspection or acceptance of or payment for the Goods by ASTRI shall not release Supplier from any of its obligations, representations or warranties under this Agreement. 6.2 ASTRI may, at any time, inspect the Goods or the manufacturing process for the Goods. If any inspection or test by ASTRI is made on the premises of Supplier, Supplier shall provide reasonable facilities and assistance for the safety and convenience of ASTRI’s acknowledgement of receipt inspection personnel. 6.3 If ASTRI does not accept any of the Products will not constitute acceptance Goods and/or Services, ASTRI shall promptly notify Supplier of such Products rejection, and Clauses 6.5 to 6.7 shall apply. Within two (2) weeks from such notification, Supplier shall collect the Goods from ASTRI at its own cost and expense or acknowledgement shall promptly re-perform the Services in accordance with ASTRI’s instructions. If Supplier does not collect the Goods within such two (2) weeks period, ASTRI is entitled to have the Goods delivered to Supplier at Supplier's cost and expense, or with the Supplier’s prior consent destroy the Goods, without prejudice to any other rights or remedies ASTRI may have under this Agreement, at law or in equity. 6.4 If, as a result of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed in writing. Notwithstanding any prior inspection or payments hereunder, all Products shall be subject to final sampling inspection, which may include measurementany part of a lot or shipment of like or similar items is found not to be in conformity with this Agreement, testing ASTRI is entitled to: (i) reject and return the entire shipment or examination, and acceptance to Purchaser facility within a reasonable time which, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect lot without further inspection; or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, (ii) at its option, to complete inspection of all items in the shipment or lot, reject and return any part or all nonconforming units (or accept them at a reduced price) and charge Supplier the cost and expense of such inspection. 6.5 If any Goods and/or Services provided by Supplier are defective or otherwise not in conformity with the Products ordered herein not conforming requirements of this Agreement, ASTRI shall notify Supplier and is entitled to, without prejudice to any other right or remedy available to it under this Contract. If the Products are rejected as not conforming to this ContractAgreement, Purchaser shall be held harmless for such rejection. Purchaser has the rightat law or in equity, at its option, to sole discretion: (i) claim a full refund of the Price paid by ASTRI for the Goods and/or Services under this Agreement; (ii) require Supplier to promptly to: (a) repair or replace, at Supplier’s expense, including remedy the cost of transportation for reshipment, any and all rejected Productsnon-conformance; (b) refund replace the price of any or all rejected Productsnonconforming Goods with Goods meeting the Requirements as soon as possible; and (c) a combination re-perform the Services that meet the Requirements as soon as possible; or (iii) purchase the nonconforming, defective, lost or damaged Goods elsewhere and claim Supplier for the loss and damage resulting therefrom; and/or (iv) engage any third party to provide the Services (in whole or in part) and claim Supplier for the loss and damage resulting therefrom. 6.6 Supplier shall bear all the cost and expense of: (i) repair, replacement, transportation and delivery of the foregoing (a) nonconforming Goods; and (b); or (dii) itself replace, repair or correct any rejected Product at Supplier’s full expense, including re-performing the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contract. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, Services to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recallsatisfaction of ASTRI. Supplier shall be responsible for reimburse ASTRI in respect of all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any expenses (including inspection, handling and storage costs or losses and expenses) reasonably incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser ASTRI in writing regarding recalls and other safety concerns regarding products similar connection therewith. 6.7 Risk in relation to the items supplied nonconforming Goods shall pass to Supplier upon the date of notification thereof by ASTRI to Supplier to customers other than Purchaserin accordance with this Clause.

INSPECTION AND REJECTION. 4.1. The Purchaser may at all reasonable times inspect and test the Goods (including all designs and other components) during manufacture, assembly or processing. Seller shall provide or procure for the Purchaser access at all reasonable times to places where the Goods or any components are being made, assembled or kept and shall procure the provision of all facilities as may reasonably be required for this purpose. Following such inspection, the Purchaser may inform the Seller in writing of any areas in respect of which the Purchaser is of the opinion that the Goods do not comply with this Purchase Order, and the Seller shall thereupon take all necessary steps to ensure such compliance. 4.2. The Purchaser may reject, at Seller’s expense: (a) Purchaser’s acknowledgement of receipt of the Products will not constitute acceptance of such Products or acknowledgement of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed Any Goods delivered in writing. Notwithstanding any prior inspection or payments hereunder, all Products shall be subject to final inspection, which may include measurement, testing or examination, and acceptance to Purchaser facility within a reasonable time which, for purposes excess of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect Purchase Order, whether paid for or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, at its option, to reject any part or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including the cost of transportation for reshipment, any and all rejected Productsnot; (b) refund the price of any or all rejected Products; (c) a combination of the foregoing (a) and (b); or (d) itself replace, repair or correct any rejected Product at Supplier’s full expense, including the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contract.and (b) If at By written notice to Seller, any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all Goods or any portion thereof or any Services which are found, at the Delivery Time, or within a reasonable period after Delivery, to be defective or otherwise not to conform to this Purchase Order. 4.3. If the Purchaser rejects any Goods, or Seller fails to deliver any Goods at the relevant Delivery Time, the Purchaser may require the Seller by notice in writing, within the period stipulated in such notice, to replace the rejected Goods with Goods conforming to this Order or to deliver the undelivered Goods (as the case may be), or may at its sole discretion purchase substitute materials from a third party without notice to the Seller. If the Purchaser rejects any Services, or the Seller fails to perform any Services at the relevant Delivery Time, the Purchaser may require the Seller by notice in writing, within the period stipulated in such notice, to re-perform the rejected Services in a manner conforming to this Purchase Order or to perform the unperformed Services (as the case may be), or may at its sole discretion purchase substitute Services from a third party without notice to the Seller. Without limiting the Purchaser’s other rights or remedies under this Purchase Order or otherwise, any expenditure which is incurred by the Purchaser in the purchase of substitute Goods or Services, shall be paid by the Seller to the Purchaser. 4.4. Any rejection by the Purchaser or any acceptance by the Purchaser of credit, reimbursement or replacement shall be without any liability whatsoever on the part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility Purchaser and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, without prejudice to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result other rights in respect of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and defective nature or other safety concerns regarding products similar failure of the Goods or Services to comply with the items supplied by Supplier to customers other than Purchaserrequirements of this Purchase Order.

INSPECTION AND REJECTION. (a) PurchaserAll Goods furnished hereunder shall conform to Buyer’s acknowledgement specifications. Only new and authentic materials are to be used in the Goods. No counterfeit parts are to be contained within the Goods and parts shall be purchased directly from the original component manufacturer, or through the original component manufacturer’s authorized distributor. Documentation must be available that authenticates traceability to the applicable original component manufacturer. Non- authorized distributors, brokers or others shall not be used without written consent from Buyer. All Goods are subject to inspection and test by Buyer at place of receipt manufacture, at delivery destination, or any other location designated by Buyer. Buyer shall have the right to enter Seller’s facility at reasonable times to inspect the facility, Goods, materials, processes, and any property of Buyer covered by the Order. Buyer’s inspection of the Products will Goods, whether during manufacture or prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of such Products any work-in-process or acknowledgement finished Goods. Buyer’s inspection shall not limit or impair Buyer’s right to assert any legal or equitable remedy or relieve Seller of responsibility for non-conforming Goods. If any of the quantity Goods are found to be defective in material, quantity, or workmanship (including Goods damaged because of Product shipped. Final inspection unsatisfactory packaging by Seller), or otherwise not in strict conformity with the requirements of the Order, including drawings and specifications and approved samples, Buyer shall be on Purchaserhave the right to reject and return such Goods at Seller's expense and to receive full credit or refund (at Buyer’s premises unless otherwise agreed in writing. Notwithstanding option) for any prior inspection or payments hereunder, all Products shall be subject to final inspection, which may include measurement, testing or examination, and acceptance to Purchaser facility such rejected Goods within a reasonable time which, for purposes of this Contract (which return shall be at least 90 days following Seller’s expense). Seller agrees to provide Buyer with replacement Goods or instructions for the delivery disposition of the Product at the sitenonconforming Goods within five (5) working days. For Products whose defect All expenses to Buyer in returning or nonconformity is holding nonconforming Goods, including but not apparent on examinationlimited to, Purchaser reserves the storage, transportation, handling and associated processing costs, shall be borne by Seller. Payment for nonconforming Goods shall not constitute acceptance of them, or in any way limit or impair Buyer’s right to require replacement, as well as payment of damagesassert any legal or equitable remedy or relieve Seller’s responsibility. Purchaser reserves Seller will not replace the right, at its option, to reject any part rejected Goods without a new Order or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including the cost of transportation for reshipment, any and all rejected Products; (b) refund the price of any or all rejected Products; (c) a combination of the foregoing (a) and (b); or (d) itself replace, repair or correct any rejected Product at Supplier’s full expense, including the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contractwritten demand from Buyer. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaser.

INSPECTION AND REJECTION. (a) Purchaser’s acknowledgement of receipt of the Products will not constitute acceptance of such Products or acknowledgement of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed in writing. Notwithstanding any prior payment, all Goods and Services are subject to inspection and testing after arrival at the ultimate destination, delivery or performance, as the case may be, and in the case of the Goods, if they are to be incorporated into an operating facility, the inspection and testing of the Goods may be made under operating conditions after the Goods have been installed. If specific acceptance testing procedures or acceptance criteria are specified or referenced on the face of this Contract, then Supplier and Purchaser (or either of them, as applicable), will carry out the activities related to the acceptance procedures. If during such testing period, the Goods are not performing in accordance with the acceptance criteria, Supplier will, at no expense to Purchaser, and with prior agreement of the Purchaser make necessary and appropriate corrections, adjustments or modifications to the Goods in order to bring them into compliance. If upon inspection or payments hereundertesting, the Goods or Services or any portions thereof are found to be non-conforming, (i) cancel this Contract or the applicable PO, in whole or in part; (ii) seek a reduction of the purchase price if the rejection is partial; (iii) refuse to accept any further deliveries of the Goods or performance of the Services; (iv) carry out at Supplier's expense any work necessary to make the Goods or the Services compliant with the Contract, or (v) claim any and all Products shall be subject to final related damages. Further legal claims of the Purchaser remain unaffected. Neither the inspection, which may include measurementnor failure to make inspection, testing nor acceptance or examination, and acceptance payment for Goods or Services will release Supplier from any of the warranties or other provisions of this Contract nor impair Purchaser's right to Purchaser facility within a reasonable time reject non-conforming Goods or Services or make claims in connection with the non-conforming Goods or Services. Any Goods (which, for purposes of this Contract shall provision, will include any work in process), rejected by Purchaser, in Supplier's possession or control, and determined by Purchaser not to be re- conditionable or salvageable will be disposed of by Supplier at Supplier's cost and expense in a manner which will absolutely preclude re-use for human or, unless Purchaser otherwise consents, animal consumption. If Purchaser determines that any such Goods (or work in process) are re-conditionable or salvageable, Supplier will remove all Purchaser identification and dispose of the same as mutually agreed in writing between Purchaser and Supplier. Supplier will immediately withdraw rejected Goods from Purchaser's premises, unless Supplier specifically requests for temporary storage, which will be at least 90 days following the delivery expense and risk of the Product at the siteSupplier. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment charge storage fees for rejected Goods not collected within 1 week from notification of damagesrejection. Purchaser reserves the right, at its option, to reject any part or all Any of the Products ordered herein not conforming activities related to this Contract. If the Products are rejected as not conforming to this Contractreception, Purchaser shall inspection, testing, acceptance or rejection mentioned above may be held harmless for such rejection. Purchaser has the rightperformed by an Affiliate of Purchaser, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including the cost of transportation for reshipment, by any and all rejected Products; (b) refund the price of any or all rejected Products; (c) a combination of the foregoing (a) and (b); or (d) itself replace, repair or correct any rejected Product at Supplier’s full expense, including the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this Contract. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products third party designated by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing will be considered and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred same effect as if performed by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaser.

INSPECTION AND REJECTION. (a) Purchaser’s acknowledgement of receipt of the Products will not constitute acceptance of such Products or acknowledgement of the quantity of Product shipped. Final inspection shall be on Purchaser’s premises unless otherwise agreed in writing. Notwithstanding any prior inspection or payments hereunder, all Products shall be subject to final inspection, which may include measurement, testing or examination, inspection and acceptance to Purchaser facility by BUYER at destination, notwithstanding any payment or prior inspection. All Products from all lots received by BUYER shall either be new and unused Products or Products authorized by BUYER's reject tag disposition. Final inspection of a Product will be made within a reasonable time which, for purposes after receipt of this Contract shall be at least 90 days following the delivery of the Product at the sitesuch Product. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, at its option, to BUYER may reject any part or all of the Products ordered herein which do not conforming strictly conform to this Contractthe requirements of the applicable Order. If BUYER may reject an entire lot of Product based on discrepancies detected in a sample quantity selected from the Products are rejected as not conforming to this Contractlot. BUYER shall by notice, Purchaser shall be held harmless for rejection tag or other communication notify SELLER of such rejection. Purchaser has the rightAt SELLER's risk and expense, all such Products will be returned to SELLER for immediate rework, replacement or other correction and redelivery or full credit to BUYER; provided, however, that with respect to any or all of such Products and at its optionBUYER's election and at SELLER's risk and expense, to require Supplier to BUYER may: (a) repair hold, retain or replacereturn such Products without permitting any rework, at Supplier’s expense, including the cost of transportation for reshipment, any and all rejected Productsreplacement or other correction by SELLER; (b) refund the price of any hold or all rejected Productsretain such Products for rework by SELLER or, at BUYER's election, for rework by BUYER with such assistance from SELLER as BUYER may require; (c) return such Products for full credit only (d) hold such Products until SELLER has delivered conforming replacements for such Products; (e) hold such Products until confirming replacements are obtained from a combination of the foregoing (a) and (b)third party; or (df) itself replace, repair return such Products with instructions to SELLER as to whether such Products shall be reworked or correct any replaced and as to the manner of redelivery. Any attempt by SELLER to salvage Products rejected Product at Supplier’s full expense, including by BUYER shall be in accordance with the cost of transportationBUYER's rejection tag disposition. In addition, Purchaser has BUYER shall provide rejection tag documentation to the right SELLER to impose authorize the salvage. Lots delivered with BUYER's rejection tag deviations shall contain a reasonable service charge for handling, storing and returning any Product rejected under this Contract. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part copy of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility rejection tag authorizing such deviation and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, must be attached to the extent that applicable packing sheets. BUYER shall provide a copy of the Products do not conform rejection tag to Purchaser specifications or contain latent defects that resulted in the recallSELLER. Supplier SELLER shall be responsible for strive to complete all communications necessary to such recallrework, replacement and other corrections and redelivery within fifteen (15) calendar days. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval All costs and expenses, loss of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products value and any costs or losses other damages incurred by Purchaser as a result of or in connection with nonconformance and rework, replacement or other correction may be recovered from SELLER by a mutually agreeable equitable price reduction, set-off or credit against any amounts that may be owed to SELLER under the recallapplicable Order or otherwise. Supplier shall further promptly inform Purchaser in writing regarding recalls BUYER may revoke its acceptance of any Products and other safety concerns regarding products similar have the same rights with regard to the items supplied by Supplier to customers other than PurchaserProducts involved as if it had originally rejected them.

INSPECTION AND REJECTION. Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Buyer's election and Seller's risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of non- conforming goods shall be made by Seller unless agreed to in writing by Buyer. Upon Buyer’s request, Supplier shall deliver to Buyer data, records, and other materials to evidence testing, inspection, Conflict Minerals Use and Conflict Mineral Controls and compliance with law, including, without limitation, anti-bribery and anti-corruption laws and quality assurance actions. Additionally, Buyer has the right to conduct onsite audits of the Supplier, the Deliverables and compliance with law, including, without limitation: (a) Purchaserinspecting the deliverables, and/or work in process on the Deliverables, and/or (b) conducting compliance audits, quality control measures and tests at Supplier’s acknowledgement or sub-supplier’s premises. Without cost to Buyer, Supplier shall provide facilities and assistance to Buyer audits, inspections and tests. Buyer shall not be liable for any reduction in value of receipt samples used, nor shall any Deliverables rejected be submitted to the Buyer. Buyer’s audit(s) and/or inspection of the Products will Supplier or Deliverables, or the failure to audit or inspect, does not constitute acceptance of such Products any work-in-process or acknowledgement finished Deliverables, does not remove responsibility of the quantity Supplier for compliance with the terms of Product shippedany Purchase Order or Contract. Final inspection shall be on PurchaserNothing in Purchase Order or Contract relieves the Supplier of its responsibilities or warranties. Likewise, Buyer’s premises unless otherwise agreed audit, test or approval of any design, drawing, material, process (including, without limitation, Supplier’s Quality Assurance System) or specifications will not limit or waive the Buyer’s rights under this Purchase Order or Contract. Nothing in writingPurchase Order or Contract releases the Supplier from obligation of testing, inspection, and quality control. Notwithstanding any prior inspection or payments hereunder, all Products shall be All goods are subject to final inspection, which may include measurement, testing or examination, inspection and acceptance to Purchaser facility by Buyer at Destination notwithstanding any payment or prior inspection source. Such inspection will be made within a reasonable time whichafter receipt of goods. If Buyer rejects any Non-Conforming goods or products, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right Buyer may elect to (i) require replacement, as well as payment of damages. Purchaser reserves the rightSeller, at its optionSeller’s sole cost and expense, to reject any part or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including replace the cost of transportation for reshipment, any and all rejected Goods or Products; (b) refund . At the price of any or all rejected Products; (c) a combination of location specified by the foregoing (a) and (b); Buyer or (dii) itself replace, repair require Seller to provide a full refund of all non-conforming Goods or correct any rejected Product at Supplier’s full expense, including Products purchased by the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this ContractBuyer. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaser.

INSPECTION AND REJECTION. (a) Purchaser’s acknowledgement of receipt 4.1. Any certification of the Supplier’s processes or the Products will not constitute pursuant to any standard or by VTBT’ buyer, or the acceptance of such Products or acknowledgement certifications/certificates by VTBT shall in no way release the Supplier from its obligations arising from the Order and/or specified in these General Terms and Conditions of Purchase. The protocols prepared of the quantity inspections and/or tests shall be kept for a period defined in accordance with auto industry standards (as a general rule for 11 years and in special cases for 15 years, the latter shall be communicated to the Supplier by VTBT) and the copies thereof are to be provided to VTBT free of Product shippedcharge upon its request. 4.2. Final The quality of the Products/Services is certified by official documentation required to be issued by the Supplier, which shall form the basis of the warranty. Supplier shall be fully and directly responsible for the quality and compliance with the specifications of the Products/Services both vis-a-vis VTBT and any of its contractual partners. In view of the documentation certifying the quality of the Products/Services, VTBT is expressly not required to inspect quality during delivery/acceptance; lack of inspection shall be on Purchaser’s premises unless otherwise agreed in writingno way prejudice the contractual and statutory rights of VTBT. 4.3. Notwithstanding any prior inspection or payments hereunderWithout prejudice to the provisions of clause 4.2, all Products shall be subject to final inspection, which may include measurement, testing or examination, and acceptance to Purchaser facility within a reasonable time which, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Purchaser reserves the right, at its option, to reject any part or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including the cost of transportation for reshipment, any and all rejected Products; (b) refund the price of any or all rejected Products; (c) a combination of the foregoing (a) and (b); or (d) itself replace, repair or correct any rejected Product at Supplier’s full expense, including the cost of transportation. In addition, Purchaser VTBT has the right to impose a inspect the quality and quantity of Products or Services delivered. Inspection and testing may take place (a) at the Supplier’s factory or at any production area, at any reasonable service charge for handlingtime, storing and returning any Product rejected under this Contract.at the time of production and/or storage; or (b) prior to delivery and/or (c) following handover; provided that the Supplier shall ensure at its own expense the safety and undisturbed participation of the persons performing the inspection/testing on behalf of VTBT. 4.4. If any of the Products/Services do not comply with the requirements of the Order, after notice to Supplier, VTBT shall have the option to exercise any of its rights established in Chapter 7 or, instead of repair or replacement, reject and/or return the Products/Services at any time after acceptance of this Contract the Supplier’s expense. The Supplier shall not refuse return shipment or delivery and/or acceptance of Products by Purchaser, all or any part returned based on the provisions of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaserthis clause.

INSPECTION AND REJECTION. Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Xxxxx's election and Xxxxxx's risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of non- conforming goods shall be made by Seller unless agreed to in writing by Xxxxx. Upon Xxxxx’s request, Supplier shall deliver to Buyer data, records, and other materials to evidence testing, inspection, Conflict Minerals Use and Conflict Mineral Controls and compliance with law, including, without limitation, anti-bribery and anti-corruption laws and quality assurance actions. Additionally, Buyer has the right to conduct onsite audits of the Supplier, the Deliverables and compliance with law, including, without limitation: (a) Purchaserinspecting the deliverables, and/or work in process on the Deliverables, and/or (b) conducting compliance audits, quality control measures and tests at Supplier’s acknowledgement or sub-supplier’s premises. Without cost to Buyer, Supplier shall provide facilities and assistance to Buyer audits, inspections and tests. Buyer shall not be liable for any reduction in value of receipt samples used, nor shall any Deliverables rejected be submitted to the Buyer. Buyer’s audit(s) and/or inspection of the Products will Supplier or Deliverables, or the failure to audit or inspect, does not constitute acceptance of such Products any work-in- process or acknowledgement finished Deliverables, does not remove responsibility of the quantity Supplier for compliance with the terms of Product shippedany Purchase Order or Contract. Final inspection shall be on PurchaserNothing in Purchase Order or Contract relieves the Supplier of its responsibilities or warranties. Likewise, Buyer’s premises unless otherwise agreed audit, test or approval of any design, drawing, material, process (including, without limitation, Supplier’s Quality Assurance System) or specifications will not limit or waive the Buyer’s rights under this Purchase Order or Contract. Nothing in writingPurchase Order or Contract releases the Supplier from obligation of testing, inspection, and quality control. Notwithstanding any prior inspection or payments hereunder, all Products shall be All goods are subject to final inspection, which may include measurement, testing or examination, inspection and acceptance to Purchaser facility by Buyer at Destination notwithstanding any payment or prior inspection source. Such inspection will be made within a reasonable time whichafter receipt of goods. If Buyer rejects any Non-Conforming goods or products, for purposes of this Contract shall be at least 90 days following the delivery of the Product at the site. For Products whose defect or nonconformity is not apparent on examination, Purchaser reserves the right Buyer may elect to (i) require replacement, as well as payment of damages. Purchaser reserves the rightSeller, at its optionSeller’s sole cost and expense, to reject any part or all of the Products ordered herein not conforming to this Contract. If the Products are rejected as not conforming to this Contract, Purchaser shall be held harmless for such rejection. Purchaser has the right, at its option, to require Supplier to (a) repair or replace, at Supplier’s expense, including replace the cost of transportation for reshipment, any and all rejected Goods or Products; (b) refund . At the price of any or all rejected Products; (c) a combination of location specified by the foregoing (a) and (b); Buyer or (dii) itself replace, repair require Seller to provide a full refund of all non-conforming Goods or correct any rejected Product at Supplier’s full expense, including Products purchased by the cost of transportation. In addition, Purchaser has the right to impose a reasonable service charge for handling, storing and returning any Product rejected under this ContractBuyer. (b) If at any time after acceptance of this Contract or delivery and/or acceptance of Products by Purchaser, all or any part of the Products become subject to a voluntary or involuntary recall by any government agency or corrective action by Supplier, Supplier shall assume responsibility and costs for implementing and complying with such recall according to applicable Laws, including costs arising from the return and/or replacement of such Products, to the extent that the Products do not conform to Purchaser specifications or contain latent defects that resulted in the recall. Supplier shall be responsible for all communications necessary to such recall. Any communications to Purchaser’s customers regarding the recall or corrective action shall have the prior written approval of Purchaser. Supplier shall credit or reimburse Purchaser for the costs of recalled Products and any costs or losses incurred by Purchaser as a result of the recall. Supplier shall further promptly inform Purchaser in writing regarding recalls and other safety concerns regarding products similar to the items supplied by Supplier to customers other than Purchaser.