NON-CONFORMING GOODS Clause Samples

NON-CONFORMING GOODS. Upon Buyer's receipt of shipment, Buyer shall immediately inspect the goods. Unless Buyer provides Seller with written notice of any claim for shortage, defect or nonconformity in the goods within thirty (30) days after receipt of shipment, such goods shall be deemed finally inspected, checked and accepted by Buyer and Buyer's failure to provide such notice shall be deemed to constitute a waiver of any such claim.

NON-CONFORMING GOODS. Seller will not substitute non-conforming Goods or back order such Goods without HSY’s prior written approval, and HSY may reject all or part of any shipment which contains non-conforming Goods. No such Goods will be deemed part of a commercial unit requiring acceptance of their entirety.

NON-CONFORMING GOODS. Seller will not substitute any goods for the goods covered by this Contract unless Buyer consents in writing. If Buyer rejects any goods as non-conforming, Buyer may, at its option: (a) reduce the quantities of goods ordered under this Contract by the quantity of non-conforming goods; (b) require Seller to replace the non-conforming goods; and/or (c) exercise any other applicable rights or remedies. Seller will bear all risk of loss with respect to all non-conforming goods and will promptly pay or reimburse all costs incurred by Buyer to return, store or dispose any non- conforming goods. Buyer’s payment for any non-conforming goods will not constitute acceptance by Buyer, limit or impair Buyer’s right to exercise any rights or remedies, or relieve Seller of responsibility for the non-conforming goods.

NON-CONFORMING GOODS. If, in Newmont’s sole reasonable determination, Goods do not materially conform to Supplier’s warranties set forth herein ( “Non-Conforming Goods”), Newmont may either: (A) give Supplier Notice thereof prior to the expiration of the Warranty Period and Supplier shall promptly, at Newmont’s option but Supplier’s sole cost and expense, either (I) repair such Non-Conforming Goods to Newmont’s reasonable satisfaction, or (II) replace the same with Goods conforming to Supplier’s warranties and compensate Newmont for all costs incurred by Newmont in connection with such Non-Conforming Goods (including freight charges); or (B) retain the Non-Conforming Goods. All repaired and replaced Goods shall themselves be subject to Supplier’s warranties set forth in herein, and Supplier’s obligations under this Section

NON-CONFORMING GOODS. Upon Buyer's receipt of shipment, Buyer shall immediately inspect the goods. Unless Buyer provides Seller with written notice of any claim for shortage, evident defect or nonconformity in the goods within ten (10) days after receipt of shipment, such goods shall be deemed finally inspected, checked and accepted by Buyer and Buyer's failure to provide such notice shall be deemed to constitute a waiver of any such claim. Under penalty of forfeiture, Buyer shall provide Seller with written notice of any claim for hidden defects in the goods within ten (10) days after the discovery of such defects.

NON-CONFORMING GOODS. Acceptance of all or part of the goods or services shall not: (i) waive Buyer’s right to cancel or return all or any portion of the goods or services that do not conform to the Terms; (ii) bind Buyer to accept future shipments of goods or services; or (iii) preclude Buyer from making any claim for damages or breach of warranty. All purchases are subject to inspection and rejection by ▇▇▇▇▇ notwithstanding prior payment. Rejected goods will be returned at Seller’s expense for transportation both ways and all related labor and packing costs. No goods returned as defective by Buyer sha l be replaced by Seller without written permission of an authorized agent of ▇▇▇▇▇. Buyer may, at any time, by written order, make changes within the general scope of this Purchase Order in any one or more of the following: (a) drawings, designs or specifications; (b) method of shipment or packing; and (c) place of delivery. If any such change causes an increase or decrease in

NON-CONFORMING GOODS. Within 10 days after receipt by Applicant of any goods or products from ▇▇▇▇▇ and before any part of the goods or products have been changed from their original condition, organization, grouping or location, Applicant shall inform ▇▇▇▇▇, in writing, if the goods or products are non- conforming or defective in any respect or if Applicant disputes the count, amount or pricing of such products. Failure to timely inform ▇▇▇▇▇ of any such claim as provided in this Paragraph shall be conclusive on Applicant that conforming goods or products were delivered to Applicant and accepted by Applicant in all respects. All prices on any invoice or statement of ▇▇▇▇▇ are deemed accurate if not contested by Applicant in writing to ▇▇▇▇▇ within 10 days after receipt of the invoice or statement.

NON-CONFORMING GOODS. SUPPLIER acknowledges and agrees that Mobileye is not required to perform incoming inspection of any goods, and SUPPLIER waives any right to require Mobileye to conduct any such inspections. SUPPLIER will not substitute any goods for the goods covered by this Agreement unless Mobileye consents in writing. If Mobileye rejects any Products as non-conforming, Mobileye may, at its option, (a) reduce the quantities of Products ordered under such Order By the quantity of non-conforming Products, (b) require SUPPLIER to replace the non-conforming Products, and/or (c) exercise any other applicable rights or remedies. If SUPPLIER fails to inform Mobileye in writing of the manner in which SUPPLIER desires that Mobileye dispose of non-conforming Products within 2 working days of notice of Mobileye’s rejection of non-conforming Products (or such shorter period as is reasonable under the circumstances), Mobileye will be entitled to dispose of the non-conforming Products without liability to SUPPLIER; provided, however, that in any event Mobileye may elect to arrange for the shipment of any non-conforming Products back to SUPPLIER al SUPPLIER’s expense. Mobileye has the sole discretion to decide which are non-conforming Products. Mobileye’s payment for any non-conforming Products will not constitute acceptance by Mobileye, limit or impair Mobileye’s right to exercise any rights or remedies, or relieve SUPPLIER of responsibility for the non-conforming Products. If the product fails the incoming inspection or are discovered to contain a material defect or non-conformance to Products by the authorized installer/distributor at the time of installation, SUPPLIER shall, upon Mobileye’s request, issue a Return Material Authorization (RMA) number within 48 hours of the RMA request. An issuance of RMA by SUPPLIER does not constitute an admission of fault by SUPPLIER. Acceptance criteria are defined solely by Mobileye in the Manufacturing File.

NON-CONFORMING GOODS. If any Product is defective in material, or workmanship or is otherwise not in conformity with the requirements of this Agreement or of any Purchase Order (collectively “Nonconforming Product”), EWT may elect in its sole discretion, prior to acceptance of the Nonconforming Product, to: (a) Reject and return the Nonconforming Product, not to be replaced and with a full refund of all costs paid by EWT for the Product (without any deductions by Seller) or, (b) Sort, Repair and/or Rework the Nonconforming Product and recover EWT’s reasonable expenses of repair or, (c) Anything to the contrary notwithstanding, Seller shall have no obligation for defects in the Products which result from activities of EWT or from misuse, abuse, negligence, or accident, improper installation, service, or maintenance by EWT or EWT’s customer. (d) In connection with any defective Products provided to EWT by Seller hereunder, and in addition to any other charges and expenses that might apply, EWT may issue a Non-Conforming Material Report (“NAR”) to Seller and charge an NAR fee equal to the greater of $500 or 25% of the cost of the Product not to exceed 100% of the fair market value of the Products to which the NAR relates.