Common use of Inspection and Testing Clause in Contracts

Inspection and Testing. WESCO reserves the right to review Seller’s quality assurance and quality control manuals, procedures, production operations, any associated documentation, and to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged in the manufacturing or processing of any part of the Goods. The inspection and witnessing of testing by XXXXX’s representatives, the lack thereof, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any part of the Goods. Seller and Seller’s subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making or failure to make any inspection of the Goods must in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any Goods.

Inspection and Testing. WESCO reserves Once the right Goods have been installed and commissioned, the Supplier shall inform the Authority in writing that the Goods are ready for use. The following process will then apply: within five (5) Business Days of receipt of such written confirmation from the Supplier that the Goods are ready to review Seller’s quality assurance use, the Authority may carry out any such reasonable inspections and quality control manuals, procedures, production operations, any associated documentation, and testing of the Goods as the Authority deems appropriate (in accordance with the relevant manufacturers’ technical manuals relating to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged the Goods and/or as otherwise set out in the manufacturing or processing Specification and Tender Response Document and/or as otherwise agreed by the Parties in writing) to confirm that the Goods comply with the requirements of any this Contract and are ready for use; as part of the Contract Price, the Supplier shall provide the Authority with all reasonable assistance and/or information requested by the Authority in relation to any such reasonable inspections and testing of the Goods; if the Authority on inspection and testing is of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall issue an Authority Confirmation to this effect to the Supplier; if the Authority on inspection and testing is not of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall inform the Supplier in writing and Clauses 2.3 and 2.4 of this Schedule 8 shall apply; and if the Authority chooses not to inspect and/or test the Goods, then the Authority shall be deemed to have provided an Authority Confirmation in relation to such Goods on the sixth (6th) Business Day following receipt by the Authority of the written confirmation from the Supplier in accordance with Clause 2.1.1 of this Schedule 8 that the Goods are ready to use. The inspection issue by the Authority of any Authority Confirmation shall be a confirmation that the correct Goods appear to have been supplied and witnessing reasonable installation and commissioning procedures look to have been followed by the Supplier in accordance with the requirements and standards of testing this Contract. It does not imply any acceptance of such Goods or any endorsement of such installation and commissioning procedures. Responsibility for supplying the Goods in accordance with the requirements and standards of the Contract and the appropriateness of any installation and commissioning procedures shall remain with the Supplier notwithstanding any such Authority Confirmation. Without prejudice to any other rights and remedies of the Authority under this Contract, in relation to any failure by XXXXX’s representativesthe Supplier to supply, install or commission the correct Goods in accordance with the requirements and standards of this Contract, the lack thereofSupplier shall, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any at its own expense as part of the Goods. Seller Contract Price, forthwith re-supply, re-install and/or re-commission the Goods until such time as Goods in compliance with the requirements of this Contract are delivered, installed, and Seller’s subcontractors must notify WESCO at least five calendar days in advance commissioned to the reasonable satisfaction of the date when Authority and the Authority has provided an Authority Confirmation to the Supplier to this effect. The Contract Price payable by the Authority under this Contract may be withheld by the Authority in full or part (to be determined at the Authority’s sole discretion) until the Goods are supplied, installed and commissioned in accordance with the requirements and standards of this Contract to the reasonable satisfaction of the Authority and the Authority has provided its Authority Confirmation to this effect. In the event of any inspection or test can be made. If, for any reasonDispute between the Authority and the Supplier regarding the issue of an Authority Confirmation, the date is Dispute shall be dealt with in accordance with the Dispute Resolution Procedure. In the event that the Specification and Tender Response Document states that Goods shall be installed and commissioned on a phased basis and/or upon request, then the process for the inspection and testing of Goods set backout in Clauses 2.1 to 2.4 (inclusive) of this Schedule 8 shall apply to the Goods within each phase and/or instance of supply. In the event that the Specification and Tender Response Document stipulates a refresh programme and/or that substitute or replacement Goods shall otherwise be installed in accordance with the requirements of this Contract (to include, Seller must notify WESCO immediately. Unless otherwise statedwithout limitation, Seller must furnish in connection with any Maintenance Services), then, following the status installation and commissioning of the replacement Goods, the process for the inspection and testing of Goods set out in Clauses 2.1 to 2.4 (inclusive) of this Schedule 8 shall apply in relation to the inspection and testing of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making substitute or failure to make any inspection of the Goods must in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any replacement Goods.

Inspection and Testing. WESCO reserves (i) Prior to Closing, Buyer shall have the right, at its sole cost and expense, to review the Company’s and its Subsidiaries’ Phase I environmental assessments of the Oil and Gas Interests and to conduct any further Phase I or other non-invasive environmental assessment of the Oil and Gas Interests it deems appropriate, to the extent that the Company and its Subsidiaries have the authority to grant such right to Buyer; provided that the Company and its Subsidiaries shall use commercially reasonable efforts to obtain all authority necessary to grant to Buyer the right to review Sellerall Phase I or other non-invasive environmental assessments that Buyer determines are necessary with respect to the Oil and Gas Interests. Buyer shall promptly provide to the Company any reports prepared by third party consultants for Buyer. The Company and its Subsidiaries and Buyer shall keep all information relating to such assessments and any internal documents regarding Buyer’s quality assurance environmental assessments strictly confidential whether or not Closing occurs, except as may be required pursuant to any Environmental Laws. (ii) Buyer waives and quality control manualsreleases all claims against the Sellers, procedures, production operations, any associated documentationtheir affiliates, and to inspect each of their respective partners, members, directors, officers, employees, agents and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged in the manufacturing or processing of any part of the Goods. The inspection other representatives and witnessing of testing by XXXXX’s representativestheir successor and assigns (collectively, the lack thereof“Sellers’ Group”), for injury to or death of persons, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders damage to subcontractor’s manufacturing or processing any part of the Goods. Seller and Seller’s subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. Ifproperty, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making or failure to make any inspection of the Goods must in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor arising in any way affect Seller’s obligations under from the Agreementexercise of rights granted to Buyer pursuant to this Section 2.07 or the activities of Buyer or its employees, agents or contractors on the Oil and Gas Interests in connection therewith. AdditionallyBUYER SHALL INDEMNIFY THE SELLERS’ GROUP AGAINST AND HOLD THE MEMBERS OF THE SELLERS’ GROUP HARMLESS FROM ANY AND ALL LOSS, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any GoodsCOST, DAMAGE, EXPENSE OR LIABILITY WHATSOEVER, INCLUDING ATTORNEY’S FEES, ARISING OUT OF (I) ANY AND ALL STATUTORY OR COMMON LAW LIENS OR OTHER ENCUMBRANCES FOR LABOR OR MATERIALS FURNISHED IN CONNECTION WITH SUCH TESTS, SAMPLINGS, STUDIES OR SURVEYS AS BUYER MAY CONDUCT WITH RESPECT TO THE OIL AND GAS INTERESTS; AND (II) ANY INJURY TO OR DEATH OF PERSONS OR DAMAGE TO PROPERTY OCCURRING IN, ON OR ABOUT THE OIL AND GAS INTERESTS AS A RESULT OF SUCH EXERCISE OR ACTIVITIES, NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF, OR BREACH OF REPRESENTATION, WARRANTY OR CONTRACT BY, ANY OF THE SELLERS’ GROUP, BUT EXCLUDING, HOWEVER, THOSE LOSSES, COSTS, DAMAGES, EXPENSES AND LIABILITIES ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLERS OR ANY REPRESENTATIVE, EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR OR SUBCONTRACTOR OF THE SELLERS.

Inspection and Testing. WESCO reserves All Goods and/or Services are subject to inspection and rejection by the right to review Seller’s quality assurance Company at any time, including during their preparation, notwithstanding any prior payment or inspection. Goods and/or Services may at any time be rejected for defects or defaults revealed by inspection or analysis or use after delivery even though such Goods and/or Services may have previously been inspected and quality control manuals, procedures, production operations, accepted. Without limiting any associated documentation, and to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged in the manufacturing or processing of any part of the Goods. The inspection and witnessing of testing by XXXXX’s representativesrights it may have, the lack thereof, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any part of the Goods. Seller and Seller’s subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and testsSupplier. Notwithstanding any other right of the foregoingCompany in law or in terms of this Agreement, Supplier shall indemnify the making Company against all liabilities, costs, expenses, damages and losses (including any professional costs and expenses) suffered or failure to make incurred by the Company arising out of or in connection with any inspection claim made against the Company for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the receipt of the benefit of any of the Goods must and/or Services. (b) The Company and Supplier will each maintain ownership of their own pre-existing intellectual property. All intellectual property (including, but not limited to, patents, trade secrets, copyrights, trademarks, and/or know how) developed by Supplier in no way impair WESCO’s right connection with this Agreement will be owned solely by the Company, including, but not limited to, all intellectual property associated with work papers, reports, &RPSDQ\ LQ LWV VROH GLVFUHWLRQ PD\ doUcuHmTenXtatLioUn, Hdr aw6inXgsS, pSroOgrLamHmUin g, soDurWce c6odXe,SobSjeOctLHU¶V expense, to reject defective (i) promptly cure or re-perform any or all rejected Goods and/or Services; or (ii) refund the price of any or all rejected code, flow charts, schematics, screen layouts, prototypes, marketing and development plans and other material, Goods that breach and/or Services, or the Company may purchase LQFOXGLQJ 6XSSOLHU¶V ILQDO UHSRUW replacement Goods and/or Services from another supplier, and Supplier will pay to the Company within ten (10) days thereafter any applicable warranty or representation, nor be deemed to constitute acceptance costs incurred by WESCO of the Goods, nor Company in obtaining such replacement Goods and/or Services. Nothing contained herein shall relieve in any way affect Seller’s obligations under Supplier from the Agreement. Additionallyobligation of testing, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any Goodsinspection and quality control.

Inspection and Testing. WESCO reserves the right to review Seller’s 5.4.1 The Supplier shall perform all inspection, testing and quality assurance to ensure that the Goods comply with this Contract, Good Industry Practice and the quality assurance requirements set out in the Technical Specification, as such inspection, testing and quality control manualsassurance are more particularly described in the Technical Specification and in accordance with the Testing and Inspection Plan. In the event of any conflict between the requirements of the Technical Specification and the requirements specified in the Test and Inspection Plan, proceduresthe requirements in the Technical Specification shall take precedence. 5.4.2 The Supplier shall identify any instances of non-conformance with the Technical Specification or any other requirement of this Contract and immediately upon such occurrence shall issue a non-conformance report in respect thereof to the Contracting Entity and the Owner's Engineer. Non-conformances may relate, production operationsamongst others, to the physical works, materials, documentation, equipment used, methods or procedures followed and/or personnel employed. The Supplier shall report to the Contracting Entity and the Owner's Engineer on the Supplier's resolution of any such non-conformance, and shall identify any re-occurring non-conformances which have common causes. 5.4.3 The Supplier shall arrange for the Contracting Entity, its insurers, any associated documentationproviders of finance, the Owner's Engineer, the Third Party Inspector and their agents (together the "Inspection Parties", and each an "Inspection Party") to have full and free access, on reasonable notice, to the Manufacturing Facility and to the premises of Subcontractors to permit such Persons to inspect work being performed. The Contracting Entity shall procure that the Inspection Parties shall comply with the health and safety requirements applicable in respect of the Manufacturing Facility and the premises of Subcontractors (as applicable) when undertaking inspections in accordance with this clause 5.4.3. 5.4.4 The Supplier shall provide the Contracting Entity and the Third Party Inspector with seven (7) Days' prior written notice of all tests and inspections which are to be conducted, in accordance with the Test and Inspection Plan, and the Supplier shall reconfirm the intention to conduct such tests and inspections three (3) Days prior to the performance thereof. The Inspection Parties shall be entitled to attend any or all such tests or inspections and the Contracting Entity shall give prior notification to the Supplier of the intention of such parties to attend any inspection where possible. All tests and inspections shall be carried out with the attendance of the Third Party Inspector. If any Inspection Party (other than the Third Party Inspector) does not attend at the time and place specified, the Supplier may proceed with the tests, unless otherwise instructed by the Contracting Entity. The Contractor shall not be relieved of any obligation, responsibility or liability by reason only of the fact that any Inspection Parties have not attended such tests or provided any comment on the results of them. 5.4.5 If any Goods which are the subject of any test or inspection required pursuant to the Technical Specification and/or as specified in the Test and Inspection Plan fail such test or inspection, the Supplier shall issue a non-conformance report in respect of such failure to the Contracting Entity and the Owner's Engineer, shall promptly quarantine the relevant Goods and shall make good the defect (including any and all defects identified in any non-conformance report issued by the Third Party Inspector in respect of such Goods as a result of such test or inspection) and the Goods in question shall be retested at a time and date agreed with the Contracting Entity and the Third Party Inspector. If the retesting causes the Contracting Entity to incur additional costs, the Supplier shall pay these costs to the Contracting Entity or such costs may be deducted by the Contracting Entity from any monies due or which may become due to the Supplier under this Contract. 5.4.6 If any Inspection Party reasonably requires further or additional tests or inspections to be carried out, such tests or inspections shall be carried out by the Supplier at a time and place to be agreed with the relevant Inspection Party. 5.4.7 Following successful satisfaction of all tests and inspections required pursuant to the Technical Specification and the Test and Inspection Plan in respect of the Goods, the Supplier shall issue a Type 3.1 Certificate in respect of such Goods. 5.4.8 Within seven (7) Days following the issue by the Supplier of the Type 3.1 Certificate in accordance with clause 5.4.7, upon successful satisfaction of all tests and inspections required pursuant to the Technical Specification and the Test and Inspection Plan in respect of Goods, and upon review and approval by the Third Party Inspector of the Type 3.1 Certificate, the Third Party Inspector shall issue a Type 3.2 Certificate and a Release Notice in respect of such Goods. 5.4.9 The Supplier shall arrange for all reasonable facilities (including but not limited to office accommodation and test equipment) and assistance to be provided at the Manufacturing Facility or the site of the relevant inspection and/or test (if different to the Manufacturing Facility) to the Inspection Parties to enable inspection and/or testing in accordance with this clause 5.4 at no charge to the Inspection Parties. 5.4.10 At least thirty (30) Days prior to the Supplier's intended date of shipment of the Goods (whether by ship, rail, truck or otherwise) from the applicable Point of Departure to the relevant Delivery Point (such shipment to be in accordance with clause 10 (Delivery and Acceptance of Goods)), the Supplier shall notify in writing the Contracting Entity, the Owner's Engineer and the EPC Contractor of the shipment date and the location of the Point of Departure together with such other details as the Contracting Entity, Owner's Engineer and/or EPC Contractor may reasonably request. The Inspection Parties shall be entitled to inspect the Goods prior to shipment and to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged in the manufacturing or processing of any part of the Goods. The inspection packing and witnessing of testing by XXXXX’s representatives, the lack thereof, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any part of the Goods. Seller and Seller’s subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making or failure to make any inspection loading of the Goods must for shipment in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO accordance with the requirements of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any Goods.clause 10.1 (

Inspection and Testing. WESCO reserves the right to review Seller’s your quality assurance and quality control manuals, procedures, production operations, any associated documentation, and you shall at your expense furnish to WESCO a reasonable number of samples. WESCO may inspect and witness Seller’s the progress of the work and, to ensure that the goods are being furnished in accordance with this purchase order, your testing. To this end, : WESCO must shall be granted access to all parts of Seller’s your plant(s) or Seller’s subcontractor’s your sub- suppliers plant(s) engaged in the manufacturing or processing of any part of the Goodsthis purchase order. The representative's inspection and witnessing of testing by XXXXX’s representativestesting, the lack thereof, or lack of comment or other response from XXXXX’s the representative will shall in no way release Seller you from any of Seller’s your obligations under the Agreementthis purchase order. Seller must You shall ensure that this term becomes a part of Seller’s your purchase orders to subcontractor’s manufacturing sub-suppliers for all goods or processing any part of services which are used in the Goodsproducts purchased under this purchase order. Seller You and Seller’s subcontractors must your sub-supplier shall notify WESCO at least five (5) calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is should be set back, Seller must notify you shall telephone or wire WESCO immediately. Complete and accurate information is required to maintain the overall schedule. Unless otherwise stated, Seller must you shall furnish the status of any engineering, material procurement, production and shipping information every 14 fourteen (14) days, at minimum. Seller and its subcontractors must furnish YOU SHALL NOT SHIP THE GOODS FURNISHED UNDER THIS PURCHASE ORDER WITHOUT WESCO'S FINAL INSPECTION OR A PRIOR WRITTEN WAIVER OF INSPECTION FROM WESCO. VIOLATION OF THIS REQUIREMENT MAY RESULT IN AN AUTOMATIC REJECTION OF THE GOODS WITH SUBSEQUENT COSTS FOR RETURN OR OTHER ACTION AS WARRANTED TO YOUR ACCOUNT. EXCEPT AS OTHERWISE AGREED IN WRITING, ALL SHIPMENTS SHALL BE SUBJECT TO FINAL INSPECTION BY WESCO AFTER RECEIPT BY WESCO AT DESTINATION. If at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any time after delivery of the foregoinggoods to the destination point any defect or deficiency should appear due to faulty workmanship, material or design or if the goods or any part thereof fail to meet the requirements of this purchase order, WESCO shall have the right, in addition to any rights it may have hereunder, to reject and return such goods for either full credit or refund of monies paid, at its choice, all charges collect including incoming charges. Without limiting the foregoing right, WESCO shall have the additional right to require you promptly to replace, repair, or restore any faulty workmanship, material or design at your expense and risk. You shall pay all transportation costs, if any, both ways between your plant or repair depot and the destination point. If you are unable or unwilling to effect such prompt replacement, repair or restoration, WESCO may do so by using its own facilities or by outside contract and shall be entitled to charge you for its expenses directly or indirectly occasioned thereby. The provisions of this paragraph shall not be deemed to diminish, restrict or exclude the operation of any warranty implied or imposed by law. The making or failure to make any inspection of or payment for the Goods must goods or services covered by this purchase order shall in no way impair WESCO’s 's right to reject defective Goods goods or Goods that breach any applicable warranty or representationservices, nor be deemed to constitute acceptance by WESCO of the Goodsgoods or services, nor in any way affect Seller’s your obligations or WESCO's rights under the Agreement. Additionallythis purchase order, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples notwithstanding WESCO's knowledge of any Goodsnon-conformity or defect, the substantially or ease of discovery of any such non-conformity or defect, nor WESCO's failure to earlier reject the goods or services.

Inspection and Testing. WESCO reserves Once the right Goods have been installed and commissioned, the Supplier shall inform the Authority in writing that the Goods are ready for use. The following process will then apply: within five (5) Business Days of receipt of such written confirmation from the Supplier that the Goods are ready to review Seller’s quality assurance use, the Authority may carry out any such reasonable inspections and quality control manuals, procedures, production operations, any associated documentation, and testing of the Goods as the Authority deems appropriate (in accordance with the relevant manufacturers’ technical manuals relating to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged the Goods and/or as otherwise set out in the manufacturing or processing Specification and Tender Response Document and/or as otherwise agreed by the Parties in writing) to confirm that the Goods comply with the requirements of any this Contract and are ready for use; as part of the Contract Price, the Supplier shall provide the Authority with all reasonable assistance and/or information requested by the Authority in relation to any such reasonable inspections and testing of the Goods; if the Authority on inspection and testing is of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall issue an Authority Confirmation to this effect to the Supplier; if the Authority on inspection and testing is not of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall inform the Supplier in writing and Clauses 2.3 and 2.4 of this Schedule 7 shall apply; and if the Authority chooses not to inspect and/or test the Goods, then the Authority shall be deemed to have provided an Authority Confirmation in relation to such Goods on the sixth (6th) Business Day following receipt by the Authority of the written confirmation from the Supplier in accordance with Clause 2.1.1 of this Schedule 7 that the Goods are ready to use. The inspection issue by the Authority of any Authority Confirmation shall be a confirmation that the correct Goods appear to have been supplied and witnessing reasonable installation and commissioning procedures look to have been followed by the Supplier in accordance with the requirements and standards of testing this Contract. It does not imply any acceptance of such Goods or any endorsement of such installation and commissioning procedures. Responsibility for supplying the Goods in accordance with the requirements and standards of the Contract and the appropriateness of any installation and commissioning procedures shall remain with the Supplier notwithstanding any such Authority Confirmation. Without prejudice to any other rights and remedies of the Authority under this Contract, in relation to any failure by XXXXX’s representativesthe Supplier to supply, install or commission the correct Goods in accordance with the requirements and standards of this Contract, the lack thereofSupplier shall, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any at its own expense as part of the Goods. Seller Contract Price, forthwith re-supply, re-install and/or re-commission the Goods until such time as Goods in compliance with the requirements of this Contract are delivered, installed, and Seller’s subcontractors must notify WESCO at least five calendar days in advance commissioned to the reasonable satisfaction of the date when Authority and the Authority has provided an Authority Confirmation to the Supplier to this effect. The Contract Price payable by the Authority under this Contract may be withheld by the Authority in full or part (to be determined at the Authority’s sole discretion) until the Goods are supplied, installed and commissioned in accordance with the requirements and standards of this Contract to the reasonable satisfaction of the Authority and the Authority has provided its Authority Confirmation to this effect. In the event of any inspection or test can be made. If, for any reasonDispute between the Authority and the Supplier regarding the issue of an Authority Confirmation, the date is Dispute shall be dealt with in accordance with the Dispute Resolution Procedure. In the event that the Specification and Tender Response Document states that Goods shall be installed and commissioned on a phased basis and/or upon request, then the process for the inspection and testing of Goods set backout in Clauses 2.1 to 2.4 (inclusive) of this Schedule 7 shall apply to the Goods within each phase and/or instance of supply. In the event that the Specification and Tender Response Document stipulates a refresh programme and/or that substitute or replacement Goods shall otherwise be installed in accordance with the requirements of this Contract (to include, Seller must notify WESCO immediately. Unless otherwise statedwithout limitation, Seller must furnish in connection with any Maintenance Services), then, following the status installation and commissioning of the replacement Goods, the process for the inspection and testing of Goods set out in Clauses 2.1 to 2.4 (inclusive) of this Schedule 7 shall apply in relation to the inspection and testing of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making substitute or failure to make any inspection of the Goods must in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any replacement Goods.

Inspection and Testing. WESCO reserves Once the right Goods have been installed and commissioned, the Supplier shall inform the Authority in writing that the Goods are ready for use. The following process will then apply: within five (5) Business Days of receipt of such written confirmation from the Supplier that the Goods are ready to review Seller’s quality assurance use, the Authority may carry out any such reasonable inspections and quality control manuals, procedures, production operations, any associated documentation, and testing of the Goods as the Authority deems appropriate (in accordance with the relevant manufacturers’ technical manuals relating to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged the Goods and/or as otherwise set out in the manufacturing or processing Specification and Tender Response Document and/or as otherwise agreed by the Parties in writing) to confirm that the Goods comply with the requirements of any this Contract and are ready for use; as part of the Contract Price, the Supplier shall provide the Authority with all reasonable assistance and/or information requested by the Authority in relation to any such reasonable inspections and testing of the Goods; if the Authority on inspection and testing is of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall issue an Authority Confirmation to this effect to the Supplier; if the Authority on inspection and testing is not of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall inform the Supplier in writing and Clauses 60.3 and 60.4 of Schedule 7 shall apply; and if the Authority chooses not to inspect and/or test the Goods, then the Authority shall be deemed to have provided an Authority Confirmation in relation to such Goods on the sixth (6th) Business Day following receipt by the Authority of the written confirmation from the Supplier in accordance with Clause 60.1.1 of this Schedule 7 that the Goods are ready to use. The inspection issue by the Authority of any Authority Confirmation shall be a confirmation that the correct Goods appear to have been supplied and witnessing reasonable installation and commissioning procedures look to have been followed by the Supplier in accordance with the requirements and standards of testing this Contract. It does not imply any acceptance of such Goods or any endorsement of such installation and commissioning procedures. Responsibility for supplying the Goods in accordance with the requirements and standards of the Contract and the appropriateness of any installation and commissioning procedures shall remain with the Supplier notwithstanding any such Authority Confirmation. Without prejudice to any other rights and remedies of the Authority under this Contract, in relation to any failure by XXXXX’s representativesthe Supplier to supply, install or commission the correct Goods in accordance with the requirements and standards of this Contract, the lack thereofSupplier shall, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any at its own expense as part of the Goods. Seller Contract Price, forthwith re-supply, re-install and/or re-commission the Goods until such time as Goods in compliance with the requirements of this Contract are delivered, installed, and Seller’s subcontractors must notify WESCO at least five calendar days in advance commissioned to the reasonable satisfaction of the date when Authority and the Authority has provided an Authority Confirmation to the Supplier to this effect. The Contract Price payable by the Authority under this Contract may be withheld by the Authority in full or part (to be determined at the Authority’s sole discretion) until the Goods are supplied, installed and commissioned in accordance with the requirements and standards of this Contract to the reasonable satisfaction of the Authority and the Authority has provided its Authority Confirmation to this effect. In the event of any inspection or test can be made. If, for any reasonDispute between the Authority and the Supplier regarding the issue of an Authority Confirmation, the date is Dispute shall be dealt with in accordance with the Dispute Resolution Procedure. In the event that the Specification and Tender Response Document states that Goods shall be installed and commissioned on a phased basis and/or upon request, then the process for the inspection and testing of Goods set backout in Clauses 60.1 to 60.4 (inclusive) of this Schedule 7 shall apply to the Goods within each phase and/or instance of supply. In the event that the Specification and Tender Response Document stipulates a refresh programme and/or that substitute or replacement Goods shall otherwise be installed in accordance with the requirements of this Contract (to include, Seller must notify WESCO immediately. Unless otherwise statedwithout limitation, Seller must furnish in connection with any Maintenance Services), then, following the status installation and commissioning of the replacement Goods, the process for the inspection and testing of Goods set out in Clauses 60.1 to 60.4 (inclusive) of this Schedule 7 shall apply in relation to the inspection and testing of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making substitute or failure to make any inspection of the Goods must in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any replacement Goods.

Inspection and Testing. WESCO reserves 9.1 Supplier agrees to allow Bourne Leisure’s authorised representatives to visit its premises and any other location which is in any way associated with this Contract to ensure that Supplier is discharging its responsibilities efficiently and to Bourne Leisure’s satisfaction. Supplier shall provide Bourne Leisure’s representatives all access for such purposes at its premises and other such locations, including the provision of test records and other documentation and the ability to observe and/or test any process or provision being carried out. Any such inspection or test, or failure to inspect or test, shall not in any way relieve the Supplier from any of its obligations hereunder. 9.2 Bourne Leisure shall have the right to review Sellerinspect the Goods and/or Services at reasonable times during their manufacture or while being stored. 9.3 Before delivering the Goods and/or Services Supplier shall inspect and test them for compliance with the specification. If so requested by Bourne Leisure, Supplier shall permit Bourne Leisure to attend such inspection and testing and shall supply Bourne Leisure with copies of records relating thereto. 9.4 Notwithstanding Bourne Leisure’s quality assurance and quality control manuals, procedures, production operations, any associated documentation, and right to inspect and witness Seller’s testing. To this endtest the goods pursuant to Clause 9.2 and 9.3 if the Goods do not comply with the Purchase Order and with the warranties contained in Clause 19, WESCO must Bourne Leisure shall not be granted access deemed to all parts of Seller’s plant(s) have accepted the goods or Seller’s subcontractor’s plant(s) engaged in to have waived its right to reject the manufacturing Goods or processing of any part of the Goods. The inspection and witnessing of testing by XXXXX’s representatives, the lack thereof, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any part of the Goods. Seller and Seller’s subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days. Seller and have waived its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding right to invoke any of the foregoing, the making or failure to make any remedies set out in this Contract by reason of its inspection and/or testing and/or approval of a sample of the Goods must and/or Services or by reason of any defect in no way impair WESCO’s right to reject defective the Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO and/or Services which would have been apparent on reasonable inspection and/or testing of the GoodsGoods and/or Services. 9.5 The provisions set out in Clauses 9.5 and 16 shall apply, nor even if the failure of the Goods to comply with the warranty as set out in any way affect Seller’s obligations under Clause 19 or with the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any Goodsorder and specification is only minor or slight.

Inspection and Testing. WESCO reserves Once the right Goods have been installed and commissioned, the Supplier shall inform the Authority in writing that the Goods are ready for use. The following process will then apply: within five (5) Business Days of receipt of such written confirmation from the Supplier that the Goods are ready to review Seller’s quality assurance use, the Authority may carry out any such reasonable inspections and quality control manuals, procedures, production operations, any associated documentation, and testing of the Goods as the Authority deems appropriate (in accordance with the relevant manufacturers’ technical manuals relating to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) or Seller’s subcontractor’s plant(s) engaged the Goods and/or as otherwise set out in the manufacturing or processing Specification and Tender Response Document and/or as otherwise agreed by the Parties in writing) to confirm that the Goods comply with the requirements of any this Contract and are ready for use; as part of the Contract Price, the Supplier shall provide the Authority with all reasonable assistance and/or information requested by the Authority in relation to any such reasonable inspections and testing of the Goods; if the Authority on inspection and testing is of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall issue an Authority Confirmation to this effect to the Supplier; if the Authority on inspection and testing is not of the view that the Goods have been supplied, installed and commissioned (as appropriate) in conformance with the requirements of this Contract and are ready for use, it shall inform the Supplier in writing and Clauses 2.3 and 2.4 of this Schedule 8 shall apply; and if the Authority chooses not to inspect and/or test the Goods, then the Authority shall be deemed to have provided an Authority Confirmation in relation to such Goods on the sixth (6th) Business Day following receipt by the Authority of the written confirmation from the Supplier in accordance with Clause 2.1.1 of this Schedule 8 that the Goods are ready to use. The inspection issue by the Authority of any Authority Confirmation shall be a confirmation that the correct Goods appear to have been supplied and witnessing reasonable installation and commissioning procedures look to have been followed by the Supplier in accordance with the requirements and standards of testing this Contract. It does not imply any acceptance of such Goods or any endorsement of such installation and commissioning procedures. Responsibility for supplying the Goods in accordance with the requirements and standards of the Contract and the appropriateness of any installation and commissioning procedures shall remain with the Supplier notwithstanding any such Authority Confirmation. Without prejudice to any other rights and remedies of the Authority under this Contract, in relation to any failure by XXXXX’s representativesthe Supplier to supply, install or commission the correct Goods in accordance with the requirements and standards of this Contract, the lack thereofSupplier shall, or lack of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s obligations under the Agreement. Seller must ensure that this term becomes a part of Seller’s purchase orders to subcontractor’s manufacturing or processing any at its own expense as part of the Goods. Seller Contract Price, forthwith re-supply, re-install and/or re-commission the Goods until such time as Goods in compliance with the requirements of this Contract are delivered, installed, and Seller’s subcontractors must notify WESCO at least five calendar days in advance commissioned to the reasonable satisfaction of the date when Authority and the Authority has provided an Authority Confirmation to the Supplier to this effect. The Contract Price payable by the Authority under this Contract may be withheld by the Authority in full or part (to be determined at the Authority’s sole discretion) until the Goods are supplied, installed and commissioned in accordance with the requirements and standards of this Contract to the reasonable satisfaction of the Authority and the Authority has provided its Authority Confirmation to this effect. In the event of any inspection or test can be made. If, for any reasondispute between the Authority and the Supplier regarding the issue of an Authority Confirmation, the date is dispute shall be dealt with in accordance with the Dispute Resolution Procedure. In the event that the Specification and Tender Response Document states that Goods shall be installed and commissioned on a phased basis and/or upon request, then the process for the inspection and testing of Goods set backout in Clauses 2.1 to 2.4 (inclusive) of this Schedule 8 shall apply to the Goods within each phase and/or instance of supply. In the event that the Specification and Tender Response Document stipulates a refresh programme and/or that substitute or replacement Goods shall otherwise be installed in accordance with the requirements of this Contract (to include, Seller must notify WESCO immediately. Unless otherwise statedwithout limitation, Seller must furnish in connection with any Maintenance Services), then, following the status installation and commissioning of the replacement Goods, the process for the inspection and testing of Goods set out in Clauses 2.1 to 2.4 (inclusive) of this Schedule 8 shall apply in relation to the inspection and testing of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making substitute or failure to make any inspection of the Goods must in no way impair WESCO’s right to reject defective Goods or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any replacement Goods.

Inspection and Testing. WESCO reserves 4.1 TSB MR may but is not required to inspect (a) the Products upon arrival at TSB MR’s facility or TSB MR’s customer’s facility, and (b) the Services upon completion. 4.2 If TSB MR rejects any Products or Services as non-conforming, TSB MR may take one or a combination of the following actions: (a) reduce the quantity of Product and Services ordered under the Agreement by the quantity of non-conforming Products and Services, and have Seller immediately issue a refund or credit to TSB MR for the purchase price associated with the reduced quantity (or, if Seller does not do so, to debit Seller for the same amount), (b) require Seller to repair, replace or re-perform the non-conforming Products and Services, and (c) accept the non-conforming Products or Services and have Seller immediately reduce the purchase price by or issue a credit or refund in an amount TSB MR reasonably determines to be the amount by which the value of the non-conforming Products or Services has been diminished (or, if Seller does not do so, to debit Seller for the same amount). Seller shall promptly pay or reimburse TSB MR for all costs incurred to inspect, sort, test, rework, replace, return, store or dispose of non-conforming Products. 4.3 TSB MR will hold non-conforming Products for 48 hours (or a shorter period if reasonable under the circumstances) from TSB MR’s notice of rejection. If Seller does not inform TSB MR in writing of the manner in which Seller desires that TSB MR dispose of the non- conforming Products within that time, TSB MR may dispose of the non-conforming Products in any manner it sees fit without liability to Seller, including arranging for shipment of the non-conforming Products back to Seller at Seller’s expense. Seller shall bear all risk of loss and damage to non-conforming Products. 4.4 None of the following will constitute acceptance by TSB MR of non-conforming Products or Services, limit or impair TSB MR’s right to review Seller’s quality assurance exercise any of its rights and quality control manuals, procedures, production operations, any associated documentation, and to inspect and witness Seller’s testing. To this end, WESCO must be granted access to all parts of Seller’s plant(s) remedies under the Agreement or Seller’s subcontractor’s plant(s) engaged in the manufacturing or processing of any part of the Goods. The inspection and witnessing of testing by XXXXX’s representatives, the lack thereofapplicable law, or lack relieve Seller of comment or other response from XXXXX’s representative will in no way release Seller from any of Seller’s its obligations (including warranty obligations) under the Agreement. Seller must ensure that this term becomes a part : (a) TSB MR’s inspection of Seller’s purchase orders to subcontractor’s manufacturing or processing any part of the Goods. Seller and Seller’s subcontractors must notify WESCO at least five calendar days in advance of the date when any inspection or test can be made. If, for any reason, the date is set back, Seller must notify WESCO immediately. Unless otherwise stated, Seller must furnish the status of any engineering, material procurement, production and shipping information every 14 days. Seller and its subcontractors must furnish at their own expense all tools, instruments, apparatus, equipment, utilities, facilities, services and materials necessary for carrying out safe and convenient inspections and tests. Notwithstanding any of the foregoing, the making or failure to make any inspection inspect the Products or Services, (b) TSB MR’s failure to reject non-conforming Products or Services following receipt, and (c) TSB MR’s payment for or use of the Goods must in no way impair WESCO’s right to reject defective Goods Products or Goods that breach any applicable warranty or representation, nor be deemed to constitute acceptance by WESCO of the Goods, nor in any way affect Seller’s obligations under the Agreement. Additionally, Seller must at Seller’s expense furnish to WESCO a reasonable number of samples of any GoodsServices.