Common use of Non-conformity Clause in Contracts

Non-conformity. 11.1. If any Goods, Services or Work Products are defective, latent or otherwise do not conform to the requirements of the Agreement, Signify shall notify Supplier and may, without prejudice to any other right or remedy available to it under the Agreement or at law, at its sole discretion: (a) require performance by Supplier; (b) require delivery of substitute Goods or Work Products; (c) require Supplier to remedy the lack of conformity by repair; (d) declare the contract rescinded; or (e) reduce the price in the same proportion as the value of the Goods or Services actually delivered, even if that results in a full refund of the price paid to Supplier. Supplier acknowledges and accepts that in the event that Signify elects Supplier to remedy the lack of conformity by repair, Signify entitled is to determine to have such non-confirming Goods or Work Products repaired by Supplier, whether or not in the field, with other components than those used by Supplier. 11.2. Supplier shall bear all cost of repair, replacement and transportation of the nonconforming Goods, and shall reimburse Signify in respect of all costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred by Signify in connection therewith. 11.3. Risk in relation to the nonconforming Goods shall pass to Supplier upon the date of notification thereof.