Quality and Inspection. Payment for goods shall not constitute acceptance thereof. Buyer reserves the right to inspect goods during the manufacturing (and Seller shall allow access of its premises to do so) and within a reasonable time after delivery, but such inspection does not relieve the Seller of its obligations to deliver conforming goods. Buyer shall have the right, in its sole discretion, to reject goods that are defective or non-conforming. Goods so rejected as well as goods supplied early, late, in incorrect quantities or that are incorrectly labelled may be returned to Seller at its expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking, examining, repackaging, and re-shipping such goods (including on a freight collect basis). If Buyer receives goods whose defects or nonconformity is not apparent on examination and this results in damage to other goods, materials, equipment, or otherwise, Buyer reserves the right to require replacement of such goods, materials, etc. as well as reimbursement for all damages incurred by Buyer. Seller shall be responsible for any additional cost incurred by Buyer or any customer of Buyer as a result of Seller’s incorrect or improper delivery, quality, packaging or shipment quantities.
(a) Sellers of special machines and/or equipment must supply Buyer with two (2) instruction manuals and at least one (1) maintenance manual containing complete schematics, drawings, parts lists, specifications, sources of supply and complete service/test instructions. All design and construction of tooling, equipment or special machines sold to, or furnished or paid for by Buyer must be in accordance with Buyer's Engineering specifications. Any engineering design changes by Seller with regards to products, tooling, equipment or special machines sold to, or furnished or paid for by Buyer require the prior written approval of Buyer. Seller will furnish Buyer with a Certificate of Insurance for personal and property liability prior to proceeding with work on Buyer's premises.
(b) Seller acknowledges that it assumes all responsibility for ensuring, at its sole cost, that all testing and analysis as is needed to meet IATF 16949 or its modern equivalents or substitutes, or any other quality certification or other standards that Buyer’s customer or Buyer requires on parts, components, materials, systems and processes incorporating or involving any product sold by Seller to Buyer hereunder, whether or not Seller is or has...
Quality and Inspection. 3.1 The Seller warrants that:
(i) the Goods and Services shall be free from liens and defects, shall be of satisfactory quality, shall conform to any specifications, drawings, samples or other descriptions submitted to or specified by Pfizer and shall be suitable for Pfizer's intended purposes to the extent that such purposes are known or should reasonably be known to the Seller;
(ii) it will carry out the Services and provision of the Goods promptly, with reasonable skill and care and in accordance with all applicable laws, regulations and with such requirements as Pfizer may from time to time reasonably impose;
(iii) provision of the Goods and/or Services will not infringe the rights of any third party.
3.2 All Goods supplied hereunder are to be shipped subject to Pfizer’s examination and right of rejection for a reasonable time after delivery, notwithstanding prior payment, if not as warranted herein, or if not in conformity with Pfizer’s specifications or, if no specifications are given by Pfizer, with standard specifications.
Quality and Inspection. 11.1 Supplier’s quality system shall be compliant with the requirements of ISO9001.
11.2 Buyer may at any time make changes in writing relating to the Order, including changes in the drawings or specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increase in cost of, or time required for, performance of the Order an equitable adjustment will be made to the price, delivery schedule or both. Any such claim or adjustment must be approved by Buyer in writing before Supplier proceeds with such changes.
11.3 Supplier undertakes to work with the Buyer to maintain a technical watch for obsolescence on all Products. For the purpose of this Agreement, a technical watch shall be defined as the on-going verification of the forward availability of parts, processes and materials procured from Supplier's subcontract and supply base. This watch shall occur on a quarterly basis.
11.4 Supplier will maintain detailed quality control and manufacturing sub- assembly and component Traceability records for the period of at least twelve years from the date of last supply of the Products. After twelve (12) years, Supplier shall either agree to continue holding the records or shall offer the Buyer, at no charge, the option to transfer them for archiving or provide electronic copies to the Buyer. No record shall be destroyed without the Buyer’s written approval.
Quality and Inspection. 8.1 Supplier’s quality system shall be compliant with the requirements of ISO9001 or such other quality standard as Buyer shall notify to Supplier on an Order.
8.2 Supplier will maintain detailed quality control and manufacturing sub-assembly and component traceability records for the period of at least seven years from the date of last supply of the Works.
8.3 For the purpose of observing the quality and progress of an Order and Supplier’s performance of its obligations or of verifying the amount of the price, Buyer and its nominated representatives may at any time during a Business Day and from time to time on 2 Business Days’ notice undertake any inspection of any premises and carry out an audit or check of any aspect of performance of this Agreement by Supplier and shall be allowed to observe work being performed by or on behalf of Supplier or its sub-contractors at any premises owned or used by Supplier in connection with the provision of the Works or any other deliverable in order to verify that Supplier is complying with its obligations under this Agreement. Such observation shall occur during Business Days and during hours that are reasonable under the circumstances (which may be outside working hours). Buyer may appoint an appropriate third party (who shall not be a competitor of Supplier) to act on its behalf in connection with its rights under this clause.
8.4 If a discrepancy is found between any amounts confirmed to Buyer by Supplier and the actual amounts for the same period as determined in the course of any inspection made under this clause, Supplier shall reimburse Buyer for all costs reasonably incurred in conducting such inspection including but not limited to travel, accommodation and living expenses of the persons conducting such inspection, for the period of the inspection and the fees and expenses of any third party engaged by Buyer to conduct the inspection.
8.5 Supplier, at no additional cost to Buyer, shall and shall procure that its sub-contractors shall:
8.5.1 comply with all of Buyer’s standard policies that are relevant to the supply of the Works and any other on-site regulations specified by Buyer for personnel working at Buyer’s premises or relating to accessing any of Buyer’s computer systems. Buyer shall provide Supplier with a copy of such policies and standards as they exist at the Order date, and, whenever they are updated, promptly following issue of the updated versions;
8.5.2 provide the Works in compliance with all ...
Quality and Inspection. Seller will participate in Buyer's supplier quality and development program(s) and comply with all engineering release and validation requirements and procedures that Buyer specifies from time to time, including Buyer's production part approval processes. Seller will permit Buyer and its representatives and consultants to enter Seller's facilities at reasonable times to inspect such facilities and any Goods, inventories, work-in-process, materials, machinery, equipment, tooling, fixtures, gauges and other items and processes related to Seller's performance under this Contract. Seller agrees that if Seller experiences any delivery, quality or operational problems, including late deliveries or delivery of non-conforming Goods, Seller will permit Buyer’s designated representative to be present in Seller's facility to observe Seller's operations until such problems have been resolved to Buyer’s reasonable satisfaction. Seller will ensure that Buyer and its representatives and consultants have the same inspection rights with respect to Seller’s suppliers. No inspection by Buyer will constitute acceptance by Xxxxx of any work-in-process or finished Goods.
Quality and Inspection. Seller will participate in Buyer’s supplier quality and development program(s) and comply with all engineering release and validation requirements and procedures, including Buyer’s production part approval processes, which Buyer specifies from time to time. Seller will permit Buyer and its representatives and consultants to enter Seller’s facilities at reasonable times to inspect such facilities and any goods, inventories, work-in-process, materials, machinery, equipment, tooling, fixtures, gauges and other items and processes related to Seller’s performance of this Contract. No such inspection by Buyer will constitute acceptance by Buyer of any work-in-process or finished goods.
Quality and Inspection. Under no circumstances will Buyer be deemed to have accepted the goods, and Xxxxx will continue to have the right to reject the goods, until such time as Xxxxx has notified Seller in writing that the goods have successfully completed the final acceptance test to be run at Buyer’s facility. For purposes of this Contract, acceptance shall be defined as receipt by Seller of written acknowledgement from Buyer’s authorized representative of compliance of the goods with all manufacturing specifications. Buyer’s manufacturing specifications are hereby incorporated herein. If requested by Xxxxx, Seller shall provide a pre-acceptance run-off to Buyer at Seller’s facility, at no cost to Buyer. Seller will permit Buyer and its representatives and consultants to enter Seller’s facilities at reasonable times to inspect the goods (or portions thereof) and other items and processes related to Seller’s performance of this Contract. No such inspection by Buyer will constitute acceptance by Xxxxx.
Quality and Inspection. Seller warrants that material furnished on these Terms will comply with the applicable specifications, and is subject to Buyer’s inspection upon receipt or upon use. Changes in material or configurations from those supplied on accompanying drawings will be at the Seller’s risk. If the Goods tendered do not wholly conform with the provisions hereof, Buyer shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon Buyer’s delivery to the common carrier.
Quality and Inspection. The Seller agrees that its Product shall meet, and will continue to meet, all specifications, quality standards and inspection criteria established for this Order currently in effect or as hereafter implemented by RNP. The Seller shall submit to RNP all production, functional, and quality control test reports and other data as may be requested by RNP from time to time, and the Seller hereby grants to RNP the right to enter Seller’s premises at any time during reasonable business hours to effect any such in-process inspection. Notwithstanding any such preliminary or in-process inspection, all items are subject to a final inspection to be made within a reasonable time after delivery to RNP, and acceptance of product shall not occur until inspection approval has been given. Any product rejected may, at RNP’s option, be: 1) returned to the Seller at the Seller’s expense (title and risk of loss to be with the Seller); 2) held, at the Seller’s expense, subject to the Seller’s disposition instructions; or 3) accepted by RNP at an equitable reduction in price. The Seller shall promptly refund any payment to (or credit the account of) RNP for rejected items paid for and not replaced with conforming product.
Quality and Inspection. 3.1 Seller represents and warrants that: (i) upon passage of title to Buyer in accordance with the Contract, Seller provides, and Buyer receives, good and marketable title to Goods and Deliverables so furnished, free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances; (ii) all Goods, Deliverables and/or Services are original, of good and merchantable quality, fit, sufficient for the purposes for which they are intended, free from defects in workmanship and materials, and conform strictly to any specifications, drawings, samples or other descriptions submitted to or specified by Buyer; (iii) all Goods, Deliverables and/or Services comply with all applicable statutory and regulatory requirements relating to their provision, manufacture, labelling, packaging, storage or handling; (iv) all Goods, Deliverables and/or Services have all applicable approval and product registrations necessary for sale and use in the United States and Europe; (v) Seller will carry out Services promptly, with all reasonable skill and due care and in accordance with all applicable laws, regulations and highest industry standards and with such requirements as Buyer may from time to time reasonably impose; and (vi) provision of Goods, Deliverables and/or Services will not infringe the rights of any third party. The representations and warranties set forth herein survive any inspection, delivery, acceptance or payment by Buyer and run to Buyer and its customers and any user of such Goods, Deliverables and/or Services. The representations and warranties set forth herein are in addition to all other warranties, express or implied, including Seller’s implied warranties of merchantability and fitness for a particular purpose, which implied warranties are not and will not be disclaimed by Seller.
3.2 Seller agrees to defend and hold harmless Buyer and its Affiliates, subsidiaries, officers, directors, shareholders, employees, consultants, representatives, agents, customers, successors and assigns (collectively, the “Indemnitees”) in any action or claim, and agrees to indemnify Buyer and its Indemnitees from and against all claims, losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) arising from such action or claim to the extent related to: (i) the infringement of a third party's rights arising out of, or in connection with, the supply or use of Goods or Deliverables or the ...
