Common use of NON-CONFORMING GOODS Clause in Contracts

NON-CONFORMING GOODS. If Buyer determines that all or any portion of the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of this Order, Buyer shall have the right to reject such goods. If Buyer rejects any portion of the goods, Xxxxx has the right to (a) rescind this Order in its entirety without incurring any liability whatsoever; (b) accept the goods at a reasonably reduced price; or (c) reject the goods and require replacements of the rejected goods. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items within the timeframe provided in the notice, such goods may be replaced or corrected (without thereby exercising wrongful ownership) by Buyer at the expense of Seller. Any goods rejected by Buyer shall be at Seller's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goods, Buyer shall not be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer of the non-conformance.

NON-CONFORMING GOODS. If Buyer determines that all is not required to perform incoming inspections of any Goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the Goods covered by this Contract (or any portion of materials or subcomponents incorporated in the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of this Order, Goods) unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsGoods as non-conforming, Xxxxx has the right to Buyer may, at its option: (a) rescind reduce the quantities of Goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non- conforming Goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming Goods, and (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming Goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Sellernotice of Xxxxx's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goodsnon-conforming Goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming Goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming Goods back to Seller at Seller's expense. 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 of any non-conforming Goods. Buyer's payment for any non- conforming Goods will not constitute acceptance by Buyer, limit or impair Xxxxx's right to exercise any rights or remedies, or relieve Seller of responsibility for the non-conforming Goods.

NON-CONFORMING GOODS. If Buyer determines that all or is not required to perform incoming inspections of any portion of goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of covered by this Order, Contract unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind reduce the quantities of goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non-conforming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming goods, and/or (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Seller's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon notice of Xxxxx’s rejection of any goodsnon-conforming goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming goods back to Seller at Seller’s expense. 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 Buyer determines that all or is not required to perform incoming inspections of any portion of goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of covered by this Order, Contract unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind reduce the quantities of goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non-conforming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non- conforming goods, and/or (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Seller's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon notice of Xxxxx’s rejection of any goodsnon-conforming goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming goods back to Seller at Seller’s expense. 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 Buyer determines that 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 ordered herein fail to meet the specifications, are defective, or otherwise services that do not conform to the requirements 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 Xxxxx 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 Xxxxx. Buyer may, at any time, by written order, make changes within the general scope of this Order, Buyer shall have the right to reject such goods. If Buyer rejects Purchase Order in any portion one or more of the goods, Xxxxx has the right to following: (a) rescind this Order in its entirety without incurring any liability whatsoeverdrawings, designs or specifications; (b) accept the goods at a reasonably reduced pricemethod of shipment or packing; or and (c) reject the goods and require replacements place of the rejected goodsdelivery. If Buyer requires replacement any such change causes an increase or decrease in inclusive of the nonconforming and/or defective goodsall taxes, Buyer shall provide notice to Sellerfees, and charges. If, after notice, If Seller fails to replace or correct such rejected items within the timeframe provided in the notice, reduces its prices for such goods may be replaced or corrected (without thereby exercising wrongful ownership) by Buyer at services during the expense term of Seller. Any goods rejected by Buyer shall be at Seller's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goods, Buyer shall not be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or deliverythis Purchase Order, Seller shall contact Buyer as soon as correspondingly reduce the non-conformance is known, prices of goodsor services sold thereafter to facilitate Buyer. The Purchase Order price sha l not be adjusted due to inflation or escaosltsaortio changes in the disposition rate of identified non-conformancesexchange of currency between the United States and any foreign country. Seller shall not ship any non-confirming goods without Xxxxx’s prior only be compensated for performance delivered and accepted by Buyer in accordance with the specific terms and conditions of this Purchase Order. Overpayments shall be reimbursed by Xxxxxx immediately upon written approval. Unless otherwise expressly granted demand by Buyer or may be offset by Buyer from future payments due in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified accordance this Purchase Order or another purchase order between Buyer of the non-conformanceand Seller.

NON-CONFORMING GOODS. If Buyer determines that all is not required to perform incoming inspections of any Goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the Goods covered by this Agreement (or any portion of materials or subcomponents incorporated in the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of this Order, Goods) unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsGoods as non-conforming, Xxxxx has the right to Buyer may, at its option: (a) rescind reduce the quantities of Goods ordered under this Order in its entirety without incurring any liability whatsoever; Agreement by the quantity of non- conforming Goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming Goods, and (c) reject the goods and require replacements exercise any other applicable rights or remedies. If Xxxxxx fails to inform Xxxxx in writing of the rejected goods. If manner in which Seller desires that Buyer requires replacement dispose of the nonconforming and/or defective goods, Buyer shall provide non-conforming Goods within forty-eight (48) hours of notice to Seller. If, after notice, Seller fails to replace or correct such rejected items within the timeframe provided in the notice, such goods may be replaced or corrected (without thereby exercising wrongful ownership) by Buyer at the expense of Seller. Any goods rejected by Buyer shall be at SellerXxxxx's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goods, Buyer shall not be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance conforming Goods (or such shorter period as is knownreasonable under the circumstances), Xxxxx will be entitled to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming Goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming Goods back to Seller at Seller's expense. 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 of any non-conforming Goods. Buyer's payment for any non-conforming Goods will not constitute acceptance by Buyer, limit or impair Xxxxx's right to exercise any rights or remedies, or relieve Seller of responsibility for the non- conforming Goods.

NON-CONFORMING GOODS. If Buyer determines that all or any portion Xxxxx’s duty to inspect incoming Goods will be limited to externally visible transport damages and the quantity of containers in accordance with the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of this Ordershipping documents; provided, Buyer shall have has no other obligation to inspect the Goods and Seller waives any right to reject require Buyer to conduct any other inspections. Buyer will notify Seller of any such goodsexternally visible defects or shortages without undue delay. If Buyer rejects any portion of the goodsGoods as non-conforming, Xxxxx has the right Buyer may, at its option and at no cost or expense to Buyer: (a) rescind reduce the quantities of Goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non- conforming Goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming Goods, and (c) reject the goods and require replacements exercise any other applicable rights or remedies. If Xxxxxx fails to inform Xxxxx in writing of the rejected goods. If Buyer requires replacement manner in which Seller desires that Xxxxx dispose of non-conforming December 20, 2023 Goods within forty-eight (48) hours of notice of Xxxxx’s rejection of non-conforming Goods (or such shorter period as is reasonable under the circumstances), Xxxxx will be entitled to dispose of the nonconforming and/or defective goods, Buyer shall provide notice non- conforming Goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming Goods back to Seller at Seller’s expense. If, after notice, Seller fails will bear all risk of loss with respect to replace all non-conforming Goods and will promptly pay or correct such rejected items within the timeframe provided in the notice, such goods may be replaced or corrected (without thereby exercising wrongful ownership) reimburse all costs incurred by Buyer at the expense of Seller. Any goods rejected by Buyer shall be at Seller's risk and expenseto return, and such goods shall not thereafter be tendered for acceptance unless the former rejection store or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection dispose of any goodsnon-conforming Goods. Buyer’s payment for any nonconforming Goods will not constitute acceptance by Buyer, Buyer shall not be liable limit or impair Buyer’s right to exercise any rights or remedies, or relieve Seller of responsibility for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is knownconforming Goods. Without limiting the foregoing, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted will promptly notify Buyer in writing by Xxxxx, no relief in of any defects or quality problems relating to the established delivery schedule shall accrue by virtue of Seller having notified Buyer of Goods including any facts or circumstances likely to give rise to any defects or quality problems relating to the non-conformanceGoods.

NON-CONFORMING GOODS. If Buyer determines that all or is not required to perform incoming inspections of any portion of goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of covered by this Order, Contract unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind reduce the quantities of goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non-conforming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non- conforming goods, and/or (c) reject the goods and require replacements exercise any other applicable rights or remedies. If Xxxxxx fails to inform Xxxxx in writing of the rejected goods. If Buyer requires replacement manner in which Seller desires that Xxxxx dispose of the nonconforming and/or defective goods, Buyer shall provide non- conforming goods within forty-eight (48) hours of notice to Seller. If, after notice, Seller fails to replace or correct such rejected items within the timeframe provided in the notice, such goods may be replaced or corrected (without thereby exercising wrongful ownership) by Buyer at the expense of Seller. Any goods rejected by Buyer shall be at Seller's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon Xxxxx’s rejection of any goods, Buyer shall not be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance conforming goods (or such shorter period as is knownreasonable under the circumstances), Xxxxx will be entitled to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming goods back to Seller at Seller’s expense. 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 Buyer determines that all or any portion Xxxxx’s duty to inspect incoming Goods will be limited to externally visible transport damages and the quantity of containers in accordance with the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of this Ordershipping documents; provided, Buyer shall have has no other obligation to inspect the Goods and Seller waives any right to reject require Buyer to conduct any other inspections. Buyer will notify Seller of any such goodsexternally visible defects or shortages without undue delay. If Buyer rejects any portion of the goodsGoods as non-conforming, Xxxxx has the right Buyer may, at its option and at no cost or expense to Buyer: (a) rescind reduce the quantities of Goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non-conforming Goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming Goods, and (c) reject the goods and require replacements exercise any other applicable rights or remedies. If Xxxxxx fails to inform Xxxxx in writing of the rejected goods. If Buyer requires replacement manner in which Seller desires that Xxxxx dispose of non-conforming Goods within forty-eight (48) hours of notice of Xxxxx’s rejection of non-conforming Goods (or such shorter period as is reasonable under the circumstances), Xxxxx will be entitled to dispose of the nonconforming and/or defective goods, Buyer shall provide notice non- conforming Goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming Goods back to Seller at Seller’s expense. If, after notice, Seller fails will bear all risk of loss with respect to replace all non-conforming Goods and will promptly pay or correct such rejected items within the timeframe provided in the notice, such goods may be replaced or corrected (without thereby exercising wrongful ownership) reimburse all costs incurred by Buyer at the expense of Seller. Any goods rejected by Buyer shall be at Seller's risk and expenseto return, and such goods shall not thereafter be tendered for acceptance unless the former rejection store or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection dispose of any goodsnon-conforming Goods. Buyer’s payment for any nonconforming Goods will not constitute acceptance by Buyer, Buyer shall not be liable limit or impair Buyer’s right to exercise any rights or remedies, or relieve Seller of responsibility for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is knownconforming Goods. Without limiting the foregoing, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted will promptly notify Buyer in writing by Xxxxx, no relief in of any defects or quality problems relating to the established delivery schedule shall accrue by virtue of Seller having notified Buyer of Goods including any facts or circumstances likely to give rise to any defects or quality problems relating to the non-conformanceGoods.

NON-CONFORMING GOODS. If Buyer determines that all is not required to perform inspections of any goods or services, and Seller waives any portion of right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail covered by the Purchase Order unless Buyer consents in writing. Seller understands that Buyer is a provider of quality goods and services and as a vendor/subcontractor (independent) of Buyer, Seller is required to meet the specifications, are defective, or otherwise do not conform to the requirements of this Orderprovide exceptional quality in its work; otherwise, Buyer shall have the right to may reject such goodsgoods as non-conforming. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind this reduce the quantities of goods ordered under the Purchase Order in its entirety without incurring any liability whatsoever; by the quantity of non-confirming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming goods, and/or (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Sellernotice of Xxxxx's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goodsnon-conforming goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming goods and may elect to arrange for the shipment of any non-conforming goods back to Seller at Seller's expense. 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 of 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. Seller understands that if there have been any previous projects between Buyer and Seller where Seller provided Buyer with similar goods or services, said previous project(s) have no bearing on the quality required pursuant to the Purchase Order.

NON-CONFORMING GOODS. If Buyer determines that all or is not required to perform incoming inspections of any portion of goods, and seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of covered by this Order, Contract unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind reduce the quantities of goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non-confirming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non- conforming goods, and/or (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Sellernotice of Xxxxx's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goodsnon-conforming goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming goods back to Seller at Seller's expense. 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 of 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 Buyer determines that all is not required to perform incoming inspections of any Goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the Goods covered by this Agreement (or any portion of materials or subcomponents incorporated in the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of this Order, Goods) unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsGoods as non-conforming, Xxxxx has the right to Buyer may, at its option: (a) rescind reduce the quantities of Goods ordered under this Order in its entirety without incurring any liability whatsoever; Agreement by the quantity of non- conforming Goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming Goods, and (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Buyer in writing of the manner in which Seller desires that Buyer dispose of non-conforming Goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Sellernotice of Buyer's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection of any goodsnon-conforming Goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming Goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming Goods back to Seller at Seller's expense. 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 of 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 Buyer determines that all or is not required to perform incoming inspections of any portion of goods, and Seller waives any right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail to meet the specifications, are defective, or otherwise do not conform to the requirements of covered by this Order, Contract unless Buyer shall have the right to reject such goodsconsents in writing. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind reduce the quantities of goods ordered under this Order in its entirety without incurring any liability whatsoever; Contract by the quantity of non-conforming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or nonconforming goods, and/or (c) reject the goods and require replacements of the rejected goodsexercise any other rights or remedies available under applicable law. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace or correct such rejected items inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming goods within the timeframe provided in the notice, such goods may be replaced or corrected forty-eight (without thereby exercising wrongful ownership48) by Buyer at the expense hours of Seller. Any goods rejected by Buyer shall be at Seller's risk and expense, and such goods shall not thereafter be tendered for acceptance unless the former rejection or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon notice of Xxxxx’s rejection of any goodsnon-conforming goods (or such shorter period as is reasonable under the circumstances), Buyer shall not will be liable for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior entitled to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformances. Seller shall not ship any non-confirming goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxx, no relief in the established delivery schedule shall accrue by virtue of Seller having notified Buyer dispose of the non-conformanceconforming goods without liability to Seller, provided, however, that in any event Buyer may elect to arrange for the shipment of any non-conforming goods back to Seller at Seller’s expense. Seller will bear all risk of loss with respect to all nonconforming 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 Buyer determines that all is not required to perform inspections of any goods or services, and Seller waives any portion of right to require Buyer to conduct any such inspections. Seller will not substitute any goods for the goods ordered herein fail covered by the Purchase Order unless Buyer consents in writing. Seller understands that Buyer is a provider of quality goods and services and as a vendor/subcontractor (independent) of Buyer, Seller is required to meet the specifications, are defective, or otherwise do not conform to the requirements of this Orderprovide exceptional quality in its work; otherwise, Buyer shall have the right to may reject such goodsgoods as non-conforming. If Buyer rejects any portion of the goodsgoods as non-conforming, Xxxxx has the right to Buyer may, at its option, (a) rescind this reduce the quantities of goods ordered under the Purchase Order in its entirety without incurring any liability whatsoever; by the quantity of non-confirming goods, (b) accept require Seller to replace the goods at a reasonably reduced price; or non-conforming goods, and/or (c) reject the goods and require replacements of the rejected goodsexercise any other applicable rights or remedies. If Buyer requires replacement of the nonconforming and/or defective goods, Buyer shall provide notice to Seller. If, after notice, Seller fails to replace inform Xxxxx in writing of the manner in which Seller desires that Buyer dispose of non-conforming goods within forty-eight (48) hours of notice of Xxxxx's rejection of non-conforming goods (or correct such rejected items within shorter period as is reasonable under the timeframe provided in circumstances), Buyer will be entitled to dispose of the notice, such non- conforming goods and may be replaced or corrected (without thereby exercising wrongful ownership) by Buyer at elect to arrange for the expense shipment of Seller. Any any non-conforming goods rejected by Buyer shall be back to Seller at Seller's expense. Seller will bear all risk of loss with respect to all non-conforming goods and expensewill promptly pay or reimburse all costs incurred by Buyer to return, and such goods shall not thereafter be tendered for acceptance unless the former rejection store or requirement for correction is disclosed. Packaging and handling expense incidental thereto and applicable transportation cost shall be charged to Seller's account. Upon rejection dispose of any non-conforming goods. Buyer's payment for any non-conforming goods will not constitute acceptance by Buyer, Buyer shall not be liable limit or impair Buyer's right to exercise any rights or remedies, or relieve Seller of responsibility for damages or loss of anticipated profits as set forth in Section 27. For non- conformances discovered prior to shipment or delivery, Seller shall contact Buyer as soon as the non-conformance is known, to facilitate the disposition of identified non-conformancesconforming goods. Seller shall not ship understands that if there have been any non-confirming previous projects between Buyer and Seller where Seller provided Buyer with similar goods without Xxxxx’s prior written approval. Unless otherwise expressly granted in writing by Xxxxxor services, said previous project(s) have no relief in bearing on the established delivery schedule shall accrue by virtue of Seller having notified Buyer of quality required pursuant to the non-conformancePurchase Order.