Common use of Installation and Acceptance Clause in Contracts

Installation and Acceptance. 8.1 Installation of Products by PerSeptive may be purchased by Sequenom at the time of issuance of a Purchase Order by including a statement that installation by PerSeptive of the designated Product is requested, or at any other time. If a Purchase Order with installation by PerSeptive included is accepted by PerSeptive, PerSeptive shall install the Product, in accordance with PerSeptive's then standard installation practice, at the Customer location or Sequenom's location, as designated on the Purchase Order or as otherwise agreed. The cost of installation for the Product in question will be included on the Purchase Order and may be invoiced by PerSeptive with the invoice for the Product, or when installation by PerSeptive is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with each other to coordinate each other's installation efforts. 8.2 For Products installed by PerSeptive, PerSeptive shall have no obligation to integrate the Product with any product of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be complete, and acceptance by Sequenom shall occur, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates within thirty (30) days after delivery that the Product does not pass PerSeptive's standard installation and test procedures or satisfy the applicable Specifications, in which case acceptance occurs when such procedures are passed. Sequenom shall notify PerSeptive in writing of its rejection of the Product, specifying in sufficient detail the nature of the problem, and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts to provide a Product that passes such tests no later than ten (10) working days after the initial Product failed the installation and test procedures. If instructed by PerSeptive, and upon receipt by Sequenom of a return authorization from PerSeptive, Sequenom shall ship back to PerSeptive any defective Product or any component thereof at Sequenom's cost. PerSeptive shall ship any replacement product back to Sequenom or the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement shall be Sequenom's remedy for any rejection of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply with the Specifications at PerSeptive's facilities and thereafter used to fill a future Sequenom order.

Installation and Acceptance. 8.1 5.1 The Work to be performed under this Agreement shall be commenced and substantially completed as set forth in the Installation Schedule attached hereto as Attachment B. 5.2 If CTS is delayed at any time in the progress of Products performing its obligations under this Agreement by PerSeptive may any act of neglect of CUSTOMER or of any employee or agent of CUSTOMER or any contractor employed by CUSTOMER; or by changes ordered or requested by CUSTOMER in the Work performed pursuant to this Agreement; or by labor disputes, fire, unusual delay in transportation or deliveries, adverse weather conditions or other events or occurrences which could not be purchased by Sequenom at reasonably anticipated; or unavoidable casualties; or any other problem beyond CTS's reasonable control (an "Excusable Delay"), then the time of issuance of a Purchase Order by including a statement that installation by PerSeptive for performance of the designated Product is requested, or at obligations affected by such Excusable Delay shall be extended by the period of any other time. If delay actually incurred as a Purchase Order with installation by PerSeptive included is accepted by PerSeptive, PerSeptive result thereof. 5.3 CTS shall install provide Delivery and Acceptance Certificates in a form acceptable to CUSTOMER and CTS (the Product, in accordance with PerSeptive's then standard installation practice, at the Customer location or Sequenom's location, as designated on the Purchase Order or as otherwise agreed. The cost of installation "Delivery and Acceptance Certificates") for the Product Work provided pursuant to the Schedule identified in question will be included on Attachment F. Upon receipt of each Delivery and Acceptance Certificate, CUSTOMER shall promptly inspect the Purchase Order Work performed by CTS identified therein and may be invoiced by PerSeptive with the invoice for the Product, or when installation by PerSeptive is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule execute each such Delivery and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with each other to coordinate each other's installation efforts. 8.2 For Products installed by PerSeptive, PerSeptive shall have no obligation to integrate the Product with any product of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be complete, and acceptance by Sequenom shall occur, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates within thirty (30) days after delivery that the Product does not pass PerSeptive's standard installation and test procedures or satisfy the applicable Specifications, in which case acceptance occurs when such procedures are passed. Sequenom shall notify PerSeptive in writing of its rejection of the Product, specifying in sufficient detail the nature of the problem, and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility Acceptance Certificate as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts to provide a Product that passes such tests reasonably possible, but in no event later than ten (10) working days after delivery of the initial Product failed same by CTS, unless CUSTOMER provides CTS with a written statement identifying specific material performance deficiencies that it wishes CTS to correct. CTS will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to CUSTOMER when all such items have been corrected. The Parties intend that a final Delivery and Acceptance Certificate will be executed for the installation Work as soon as all Work is installed and test proceduresoperating. If instructed Execution and delivery by PerSeptive, CUSTOMER of such final Delivery and upon receipt Acceptance Certificate with respect to the Work shall constitute "Final Acceptance" of such Work performed by Sequenom of a return authorization from PerSeptive, Sequenom shall ship back CTS pursuant to PerSeptive any defective Product or any component thereof at Sequenom's cost. PerSeptive shall ship any replacement product back to Sequenom or the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement shall be Sequenom's remedy for any rejection of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply with the Specifications at PerSeptive's facilities and thereafter used to fill a future Sequenom orderInstallation Schedule.

Installation and Acceptance. 8.1 5.1 The Work to be performed under this Agreement shall be commenced and substantially completed as set forth in the Installation Schedule attached hereto as Attachment C, which describes the Parties’ intentions respecting the times by which the components or aspects of Products the Work therein set forth shall be installed and/or ready for acceptance or beneficial use by PerSeptive CUSTOMER. The Installation Schedule may be purchased by Sequenom at adjusted to reflect the time of issuance of a Purchase Order by including a statement that installation by PerSeptive of the designated Product is requestedfinal Effective Date, or at any other time. If a Purchase Order with installation by PerSeptive included is accepted by PerSeptive, PerSeptive shall install the Product, in accordance with PerSeptive's then standard installation practice, at the Customer location or Sequenom's location, as designated on the Purchase Order or as otherwise agreed. The cost set forth in this Agreement. 5.2 If Honeywell is delayed at any time in the progress of installation performing its obligations under this Agreement by any act of Customer or any contractor employed by Customer; or by labor disputes (Which are not specific to Honeywell), fire, unusual delay in transportation, pandemics, epidemics, adverse weather conditions or other events or occurrences beyond Honeywell's reasonable control (an "Excusable Delay"), then the parties shall agree upon an extension of the time for performance of the obligations affected by such Excusable Delay. 5.3 HONEYWELL shall provide Delivery and Acceptance Certificates in a form acceptable to CUSTOMER and HONEYWELL (the "Delivery and Acceptance Certificates") for the Product Work provided pursuant to the Schedule identified in question will be included on Attachment J. Upon receipt of each Delivery and Acceptance Certificate, the Purchase Order and may be invoiced Engineer of Record shall promptly inspect the Work performed by PerSeptive with XXXXXXXXX identified therein and, within ten (10) days after receipt of the invoice for Certificate, make a determination as to whether such work is substantially complete. If the Product, or when installation by PerSeptive Engineer determines that the work is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with each other to coordinate each other's installation efforts. 8.2 For Products installed by PerSeptive, PerSeptive shall have no obligation to integrate the Product with any product of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be substantially complete, the Engineer shall notify both CUSTOMER and acceptance by Sequenom HONEYWELL in writing of its determination. Upon receipt of an Engineer’s determination of substantial completion, the Customer shall occureither execute each such Delivery and Acceptance Certificate or reject the Engineer’s determination with a statement of the reason(s) why it has taken such action, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates within thirty (30) days after delivery such certification by the Engineer. In the event the Engineer determines the work is not substantially complete, the Engineer of Record shall provide HONEYWELL with a written statement identifying specific material performance deficiencies. HONEYWELL shall correct all such material deficiencies, give written notice to CUSTOMER when all such items have been corrected, and resubmit the Certificate to the Engineer. As a condition to the issuance of the Certificate of Substantial Completion, HONEYWELL must provide to the Customer a complete list of all manuals and training sessions provided by HONEYWELL to Customer which shall include a description of the manual or training provided, the date, time and location where the manual or training was provided, the name of the person providing the manual or training and the name of the person receiving the manual or training. Customer shall review the list and description provided by HONEYWELL and if Customer agrees that the Product such manuals and training were provided as set forth therein, Customer will provide an acknowledgement of receipt of manuals and training. If Customer does not pass PerSeptive's standard installation agree that such manuals and test procedures or satisfy training were provided by HONEYWELL, then HONEYWELL shall immediately provide such manuals and training. The Engineer of Record shall complete and provide to the applicable Specifications, parties and to SED a Certificate of Substantial Completion in which case acceptance occurs when such procedures are passedthe form required by SED. Sequenom shall notify PerSeptive in writing of its rejection of The Parties intend that a final Delivery and Acceptance Certificate will be executed for the Product, specifying in sufficient detail the nature of the problem, and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility Work as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts to provide a Product that passes such tests no later than ten (10) working days after the initial Product failed the installation and test procedures. If instructed by PerSeptiveall Work is installed, operating, and upon receipt certified as complete by Sequenom the Engineer of a return authorization from PerSeptive, Sequenom Record. Execution and delivery by CUSTOMER of such final Delivery and Acceptance Certificate with respect to the Work shall ship back constitute "Final Acceptance" of such Work performed by HONEYWELL pursuant to PerSeptive any defective Product or any component thereof at Sequenom's cost. PerSeptive shall ship any replacement product back to Sequenom or the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement shall be Sequenom's remedy for any rejection of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply with the Specifications at PerSeptive's facilities and thereafter used to fill a future Sequenom orderInstallation Schedule.

Installation and Acceptance. 8.1 Installation 5.1 The Company shall commence and thereafter expeditiously continue installation of Products by PerSeptive may be purchased by Sequenom the Machine at the time of issuance of a Purchase Order by including a statement that Premises as soon as reasonably practicable after the Delivery Date. 5.2 The Company will carry out the installation by PerSeptive of the designated Product is requestedMachine: 5.2.1 with all due skill and care and to the highest professional standards; 5.2.2 using suitable and trained employees with appropriate experience and qualifications; and 5.2.3 in compliance with all relevant standards, or at any other time. If codes of practice statutory requirements and regulations. 5.3 The Company will advise the Purchaser in writing when it considers the state of the Machine to be such that it meets the Machine Acceptance Criteria. 5.4 Within [CONFIDENTIALITY REQUESTED] days of the service of the notice referred to in clause 5.3 the parties will inspect and test the Machine in the presence of the Purchaser's Authorised Representative to establish whether the Machine meets the Machine Acceptance Criteria. 5.5 Within [CONFIDENTIALITY REQUESTED] days of the inspection pursuant to clause 5.4 a Purchase Order with installation by PerSeptive included is accepted by PerSeptive, PerSeptive shall install the Product, in accordance with PerSeptive's then standard installation practice, at the Customer location or Sequenom's location, as designated on the Purchase Order or as otherwise agreed. The cost of installation for the Product in question joint written report will be included prepared recording the detailed results of the inspection and testing referred to in clause 5.4 and commenting on whether the Purchase Order and may be invoiced by PerSeptive with the invoice for the Product, or when installation by PerSeptive is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with each other to coordinate each other's installation effortsMachine Acceptance Criteria have been achieved. 8.2 For Products installed by PerSeptive, PerSeptive 5.6 If the report is agreed and demonstrates that the Machine Acceptance Criteria have been met to the satisfaction of the Purchaser's Authorised Representative he will issue a written notice certifying this fact and the Machine shall have no obligation to integrate the Product with any product of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be complete, and acceptance by Sequenom shall occur, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates within thirty (30) days after delivery be accepted on the date of such notice. 5.7 If the report records that the Product does Machine Acceptance Criteria have not pass PerSeptive's standard installation and test procedures or satisfy been met the applicable Specifications, in which case acceptance occurs when such procedures are passed. Sequenom Company shall notify PerSeptive in writing of its rejection of the Product, specifying in sufficient detail the nature of the problem, and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts possible prepare (and copy to provide the Purchaser) and implement a Product remedy programme to correct the matters that passes led to such tests no later than ten (10) working days after failure and the initial Product failed the installation and test procedures. If instructed by PerSeptive, and upon receipt by Sequenom of a return authorization from PerSeptive, Sequenom shall ship back procedure set out in clauses 5.3 to PerSeptive any defective Product or any component thereof at Sequenom's cost. PerSeptive shall ship any replacement product back to Sequenom or the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement 5.6 above shall be Sequenom's remedy for any rejection of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply repeated as soon as possible until successful compliance with the Specifications at PerSeptive's facilities Machine Acceptance Criteria is achieved. 5.8 If there is any dispute as to whether the inspection, tests and thereafter used other procedures carried out demonstrate that the Machine Acceptance Criteria have been achieved the matter shall be referred for determination to fill a future Sequenom orderan Expert.

Installation and Acceptance. 8.1 5.1 The Work to be performed under this Agreement shall be commenced and substantially completed as set forth in the Installation Schedule attached hereto as Attachment C. 5.2 If HONEYWELL is delayed at any time in the progress of Products performing its obligations under this Agreement by PerSeptive may any act of CUSTOMER or any contractor employed by CUSTOMER; or by changes ordered or requested by CUSTOMER in the Work performed pursuant to this Agreement; or by labor disputes, fire, unusual delay in transportation, adverse weather conditions or other events or occurrences which could not be purchased by Sequenom at reasonably anticipated; or unavoidable casualties; or any other problem beyond HONEYWELL's reasonable control (an "Excusable Delay"), then the time of issuance of a Purchase Order by including a statement that installation by PerSeptive for performance of the designated Product is requestedobligations affected by such Excusable Delay shall be extended by the period of any delay actually incurred as a result thereof. If any delay, or at any other time. If a Purchase Order with installation by PerSeptive included is accepted by PerSeptivecumulative delays, PerSeptive shall install the Productwithin CUSTOMER’s control, in accordance with PerSeptive's then standard installation practice, at the Customer location or Sequenom's location, as designated on the Purchase Order or as otherwise agreed. The cost of installation for the Product in question will be included on the Purchase Order and may be invoiced by PerSeptive with the invoice for the Product, or when installation by PerSeptive is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with each other to coordinate each other's installation efforts. 8.2 For Products installed by PerSeptive, PerSeptive shall have no obligation to integrate the Product with any product of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be complete, and acceptance by Sequenom shall occur, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates within extends beyond thirty (30) days after delivery that days, CUSTOMER shall reimburse HONEYWELL for all additional reasonable costs resulting directly therefrom. 5.3 HONEYWELL shall provide Delivery and Acceptance Certificates in a form acceptable to CUSTOMER and HONEYWELL (the Product does not pass PerSeptive's standard installation "Delivery and test procedures or satisfy Acceptance Certificates") for the applicable SpecificationsWork provided pursuant to the Schedule identified in attachment J. Upon receipt of each Delivery and Acceptance Certificate, in which case acceptance occurs when CUSTOMER shall promptly inspect the Work performed by HONEYWELL identified therein and execute each such procedures are passed. Sequenom shall notify PerSeptive in writing of its rejection of the Product, specifying in sufficient detail the nature of the problem, Delivery and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility Acceptance Certificate as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts to provide a Product that passes such tests reasonably possible, but in no event later than ten (10) working business days after delivery of the initial Product failed same by HONEYWELL, unless CUSTOMER provides HONEYWELL with a written statement identifying specific material performance deficiencies that it wishes HONEYWELL to correct. HONEYWELL will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to CUSTOMER when all such items have been corrected. The Parties intend that a final Delivery and Acceptance Certificate will be executed for the installation Work as soon as all Work is installed and test proceduresoperating. If instructed Execution and delivery by PerSeptive, CUSTOMER of such final Delivery and upon receipt Acceptance Certificate with respect to the Work shall constitute "Final Acceptance" of such Work performed by Sequenom of a return authorization from PerSeptive, Sequenom shall ship back HONEYWELL pursuant to PerSeptive any defective Product or any component thereof at Sequenom's cost. PerSeptive shall ship any replacement product back to Sequenom or the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement shall be Sequenom's remedy for any rejection of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply with the Specifications at PerSeptive's facilities and thereafter used to fill a future Sequenom orderInstallation Schedule.

Installation and Acceptance. 8.1 The work to be performed under this Agreement shall be commenced and substantially completed, as further defined herein, and as set forth in the Scope of Services and Installation of Products by PerSeptive may be purchased by Sequenom at Schedule and attached hereto as Schedules B and H. The dates and times for the time of issuance of a Purchase Order by including a statement that installation by PerSeptive commencement and completion of the designated Product Scope of Services must be agreed to in writing by the Parties and incorporated into Schedule H. For the purposes of this Agreement the term "Substantial Completion" shall be as defined in the General Conditions attached as Exhibit 1. Contractor shall notify Customer in writing when it believes that a definable portion of an ECM is requestedsubstantially complete. Within five (5) business days after Customer’s receipt of Contractor’s notice, or at any other time. If a Purchase Order with installation by PerSeptive included Customer and Contractor will jointly inspect the relevant installed scope of work to verify that it is accepted by PerSeptive, PerSeptive shall install the Product, substantially complete in accordance with PerSeptive's then standard the requirements of this Agreement. If the installation practiceis substantially complete, at Contractor shall prepare and Customer shall issue a Certificate of Substantial Completion in the Customer location form attached hereto as Exhibit E2 that will set forth (i) the date of Substantial Completion of the Work or Sequenom's locationportion thereof, as designated (ii) the remaining items of Work that have to be completed before final acceptance, (iii) provisions (to the extent not already provided in this Agreement) establishing Customer’s and Contractor’s responsibility for the security, maintenance, utilities and insurance of the substantially complete Equipment and ECMs pending completion and (iv) an acknowledgement that warranties commence to run in accordance with the provisions of Schedule A hereof, on the Purchase Order or date of Substantial Completion, except as may otherwise agreedbe modified by vendors and noted in the Certificate of Substantial Completion. The cost For any portions of installation for an ECM reasonably determined by Customer during the Product in question will be included on the Purchase Order and may be invoiced by PerSeptive with the invoice for the Product, or when installation by PerSeptive is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with each other to coordinate each other's installation efforts. 8.2 For Products installed by PerSeptive, PerSeptive shall have no obligation to integrate the Product with any product of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be inspection as not being substantially complete, Customer will promptly provide Contractor with a written statement identifying specific material performance deficiencies of non-warranty items that must be corrected or completed before Customer accepts the Scope of Services as complete. Contractor will complete all items identified by Customer as required for substantial completion, and acceptance once completed, Contractor will provide a written request for a final inspection by Sequenom Customer to verify that the Scope of Services is now complete. Such re-inspection shall occur, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates occur within thirty five (305) business days after delivery Customer’s receipt of Contractor’s notice for final inspection. In the event that the Product does Substantial Completion certificate is not pass PerSeptive's standard installation and test procedures or satisfy the applicable Specifications, in which case acceptance occurs when such procedures are passed. Sequenom shall notify PerSeptive in writing of its rejection of the Product, specifying in sufficient detail the nature of the problem, and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts to provide a Product that passes such tests no later than issued within ten (10) working business days after of the initial Product failed completion of the installation and test proceduresinspection, it will be deemed approved. (a) THE ISSUANCE OF MONTHLY PAYMENTS PRIOR TO THE EXECUTION OF FINAL DELIVERY AND ACCEPTANCE CERTIFICATES SHALL NOT CONSTITUTE ACCEPTANCE OF THE WORK. (b) THE PARTIES INTEND THAT FINAL DELIVERY AND ACCEPTANCE CERTIFICATES IN ACCORDANCE WITH SCHEDULE E WILL BE EXECUTED BY THE CUSTOMER FOR THE FINAL COMPLETION OF WORK AS SOON AS ALL WORK IS INSTALLED, OPERATING, AND FINAL INSPECTIONS HAVE BEEN PERFORMED BY ALL LOCAL AND STATE OFFICIALS. If instructed by PerSeptiveIF THE WORK PERFORMED BY THE CONTRACTOR FAILS TO PASS A FINAL INSPECTION BY THE CUSTOMER, and upon receipt by Sequenom of a return authorization from PerSeptiveTHE CUSTOMER SHALL PROVIDE THE CONTRACTOR WITH A WRITTEN STATEMENT IDENTIFYING SPECIFIC MATERIAL PERFORMANCE DEFICIENCIES THAT IT WISHES CONTRACTOR TO CORRECT. CONTRACTOR WILL USE REASONABLY DILIGENT EFFORTS TO CORRECT ALL SUCH MATERIAL DEFICIENCIES AND WILL GIVE WRITTEN NOTICE TO THE CUSTOMER WHEN ALL SUCH ITEMS HAVE BEEN CORRECTED. EXECUTION AND DELIVERY BY THE CUSTOMER OF SUCH FINAL DELIVERY AND ACCEPTANCE CERTIFICATES WITH RESPECT TO THE WORK SHALL CONSTITUTE "ACCEPTANCE" OF SUCH WORK PERFORMED BY CONTRACTOR PURSUANT TO THE INSTALLATION SCHEDULE IN SCHEDULE H ATTACHED, Sequenom shall ship back to PerSeptive any defective Product or any component thereof at Sequenom's costBUT SHALL NOT AFFECT THE CUSTOMER'S RIGHT TO CANCEL THIS AGREEMENT IF THE EQUIPMENT FAILS TO PERFORM TO THE CUSTOMER'S REASONABLE SATISFACTION. PerSeptive shall ship any replacement product back to Sequenom or the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement shall be Sequenom's remedy for any rejection of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply with the Specifications at PerSeptive's facilities and thereafter used to fill a future Sequenom orderCUSTOMER SHALL NOT UNREASONABLY WITHHOLD OR DELAY THE EXECUTION AND DELIVERY OF ANY FINAL DELIVERY AND ACCEPTANCE CERTIFICATE.

Installation and Acceptance. 8.1 5.1 The Work to be performed under this Agreement shall be commenced and substantially completed as set forth in the Installation Schedule attached hereto as Attachment C, which describes the Parties’ intentions respecting the times by which the components or aspects of Products the Work therein set forth shall be installed and/or ready for acceptance or beneficial use by PerSeptive CUSTOMER. All Work shall be constructed and installed in compliance with all applicable laws, regulations, rules, and codes, including applicable requirements under the Uniform Safety Standards for School Construction and Maintenance Projects. Honeywell in performing the Work shall endeavor not to interfere with Customer’s use, enjoyment, and normal operations at the Sites (except when necessary and by mutual agreement between Honeywell and the Customer), including, but not limited, to the educational environment at the Sites. The Installation Schedule may be purchased by Sequenom at adjusted to reflect the time of issuance of a Purchase Order by including a statement that installation by PerSeptive of the designated Product is requestedfinal Effective Date, or at any other time. If a Purchase Order with installation by PerSeptive included is accepted by PerSeptive, PerSeptive shall install the Product, in accordance with PerSeptive's then standard installation practice, at the Customer location or Sequenom's location, as designated on the Purchase Order or as otherwise agreed. The cost set forth in this Agreement. 5.2 If Honeywell is delayed at any time in the progress of installation performing its obligations under this Agreement by any act of Customer or any contractor employed by Customer; or by changes ordered or requested by Customer in the Work performed pursuant to this Agreement; or by labor disputes, fire, unusual delay in transportation, adverse weather conditions or other events or occurrences which could not be reasonably anticipated; or unavoidable casualties; or any other problem beyond Honeywell's reasonable control (an "Excusable Delay"), then the time for performance of the obligations affected by such Excusable Delay shall be extended by the period of any delay actually 5.3 Honeywell shall provide Certificates of Substantial Completion and Final Project Acceptance in a form acceptable to Customer and Honeywell for the Product Work provided and as set forth in question will be included on Attachment J. Upon receipt of each Certificate of Substantial Completion, Customer shall promptly inspect the Purchase Order Work performed by Honeywell identified therein and may be invoiced by PerSeptive with the invoice for the Product, or when installation by PerSeptive is otherwise agreed to, may be separately invoiced by PerSeptive, at PerSeptive's discretion. PerSeptive will use commercially reasonable efforts to schedule and complete installation in a timely fashion. PerSeptive and Sequenom will cooperate with execute each other to coordinate each other's installation efforts. 8.2 For Products installed by PerSeptive, PerSeptive shall have no obligation to integrate the Product with any product such Certificate of Sequenom, who shall be solely responsible for system integration. 8.3 For Products installed by PerSeptive, installation shall be complete, and acceptance by Sequenom shall occur, when the Product passes PerSeptive's standard installation and test procedures in effect at the time of installation. For Products that are not installed by PerSeptive, acceptance by Sequenom occurs upon shipment and will be deemed to have occurred unless Sequenom demonstrates within thirty (30) days after delivery that the Product does not pass PerSeptive's standard installation and test procedures or satisfy the applicable Specifications, in which case acceptance occurs when such procedures are passed. Sequenom shall notify PerSeptive in writing of its rejection of the Product, specifying in sufficient detail the nature of the problem, and shall await PerSeptive's instructions with regard to disposition of the rejected Product which shall come no less than forty eight (48) hours after receiving the notification. PerSeptive shall use its reasonable best efforts to either repair on-site or off site, or, at its option, to replace the rejected Product with conforming Product. In any event, a Product that passes PerSeptive's standard installation and test procedures shall be at the Customer's facility Substantial Completion as soon as commercially feasible. PerSeptive will use its reasonable commercial efforts to provide a Product that passes such tests reasonably possible, but in no event later than ten (10) working days after delivery of the initial Product failed same by Honeywell, unless Customer provides Honeywell with a written statement identifying specific material performance deficiencies that it wishes Honeywell to correct. Honeywell will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to Customer when all such items have been corrected. The Parties intend that a Final Project Acceptance Certificate will be executed for the installation Work as soon as all Work is installed and test proceduresoperating. If instructed Execution by PerSeptive, and upon receipt Customer of such Final Project Acceptance Certificate with respect to the Work shall constitute "Final Acceptance" of such Work performed by Sequenom Honeywell pursuant to the Installation Schedule. The date of a return authorization from PerSeptive, Sequenom shall ship back to PerSeptive any defective Product or any component thereof at Sequenom's cost. PerSeptive shall ship any replacement product back to Sequenom or Customer’s signature of the Customer at PerSeptive's cost. Refund including any freight and insurance costs incurred for authorized returned Products, repair or replacement Final Project Acceptance Certificate shall be Sequenom's remedy for any rejection known as the date of any Product. Products may not be returned to PerSeptive under any circumstances without PerSeptive's prior written authorization. Any Product not repairable on-site and returned hereunder to PerSeptive may be conformed to comply with the Specifications at PerSeptive's facilities and thereafter used to fill a future Sequenom orderFinal Project Acceptance.