TESTING, TURNOVER AND ACCEPTANCE. Pursuant to Section 8.1 of the Agreement, the rights and obligations of the parties with respect to testing, turnover and acceptance of any Products furnished hereunder and installed by Nortel shall be as follows:
a. Nortel shall provide Buyer with five (5) days written notice prior to commencing final commissioning and testing of any Products installed by Nortel. Buyer shall cause an authorized representative of Buyer to be present at the applicable Installation Site to witness such final commissioning and testing, provided that in the event such representative fails to be present for any reason, Nortel shall not be required to delay performance of such final commissioning and testing. In connection with the final commissioning and testing of such Products, Nortel shall test the Products for conformity with the applicable Acceptance Criteria. When such tests have been successfully completed, Nortel shall provide Buyer with written notice ("Turnover Notice") that the applicable Products meet such Acceptance Criteria and are ready for Buyer's testing for compliance with such Acceptance Criteria. Buyer shall promptly complete and return to Nortel Buyer's acknowledgment of receipt of such Turnover Notice.
b. Following the Turnover Date, Buyer may test the applicable Products for compliance with the Acceptance Criteria using the tests and test procedures contained in Nortel's Installation Manuals with respect to such Products. Within thirty (30) days following the Turnover Date of the applicable Products, Buyer shall notify Nortel either that Buyer has accepted such Products in writing using Nortel's standard Acceptance Notice form or that Buyer has not accepted such Products in which case Buyer shall also provide Nortel with a written notice ("Notice of Deficiency") which shall provide in reasonable detail the manner in which Buyer asserts that the Products failed to meet the Acceptance Criteria. With respect to any such details with which Nortel agrees, Nortel shall promptly proceed to take appropriate corrective action and following correction, Buyer may retest the Products in accordance with this Section. Buyer shall accept the Products in writing without delay when the tests pursuant to this Section indicate that the Products comply with the Acceptance Criteria.
c. With respect to any points of disagreement between Nortel and Buyer concerning any Notice of Deficiency which are not resolved by Nortel and Buyer within twenty (20) days after the effective da...
TESTING, TURNOVER AND ACCEPTANCE. 8.1 If Nortel installs any Products furnished hereunder, the rights and obligations of the parties with respect to testing, turnover and acceptance of such Products shall be as set forth in the applicable Product Attachment.
8.2 If Nortel does not install Products furnished hereunder, Nortel shall prior to delivery of the Products perform such factory tests as Nortel determines to be appropriate in order to confirm that such Products shall be in accordance with the applicable Specifications. Buyer shall be deemed to have accepted the Products upon completion of such tests.
8.3 In the event that Buyer places Products into revenue-generating service, such Products shall be deemed to have been accepted by Buyer without limitation or restriction.
TESTING, TURNOVER AND ACCEPTANCE. 6.1 When Nortel installs a Product furnished hereunder, upon completion of such installation Nortel shall test the Product to verify that such Product functions in accordance with the applicable Specifications. Nortel shall provide a written notice of Turnover to Company upon the satisfactory completion of such tests indicating that the Product is ready for Acceptance. Company shall be permitted an opportunity to have an appropriately qualified individual in attendance to observe the performance of such tests. However, the absence of such Company individual for any reason shall not invalidate the tests nor be a reason for Company to withhold Acceptance.
6.2 Within ten (10) business days after the Turnover Date, Company shall either accept the Product in writing, or notify Nortel in writing, specifying in reasonable detail those particulars in which, in Company's opinion, the Product is not in material conformance with the Specifications.
6.3 When Nortel does not install a Product furnished hereunder, Nortel shall, prior to delivery of the Product, perform such factory tests as Nortel determines to be appropriate in order to confirm that such Product shall be in accordance with the applicable Specifications. Company shall be deemed to have accepted the Product based upon such tests and Acceptance shall be deemed to have occurred upon the Ship Date. In the event Company or any other entity is performing installation of a Product, (except for installation of a Product for which permission shall not be allowed and has been so specified in the applicable Product Annex) Company or such entity may be required to complete prerequisite training or certification prior to Company or such entity being allowed to install such Product.
6.4 In the event Company is utilizing any Product in a revenue-generating capacity, Acceptance shall be deemed to have occurred without limitation or restriction, upon the date of placement of such Product into revenue-generating service.
6.5 For Products, such as Merchandise, which are purchased separately from a System, Acceptance shall be deemed to have occurred upon the Ship Date to the location specified in the Order. Services which are purchased separately from a Product shall be deemed to be accepted upon completion of such Services.
6.6 Company shall not unreasonably withhold Acceptance. Nortel shall utilize commercial efforts to correct any items causing Company to decline to accept a Product due to non-conformance with the Speci...
TESTING, TURNOVER AND ACCEPTANCE. 7.1 When Nortel installs the Products, Buyer's acceptance of the Products and Services shall take place, or be deemed to have taken place, upon completion by Nortel of installation and SLAT Services in accordance with Nortel's standard procedures and practices, as evidenced by the acceptance test results showing that the Products meet and perform in accordance with the applicable Specifications and any mutually agreed upon test plan. Upon such acceptance, Nortel shall provide Buyer with a turnover notice to be acknowledged in writing by Buyer. By providing the turnover notice, Nortel certifies that the Products meet and perform in accordance with the applicable Specifications. Acceptance of the Products shall not be withheld or postponed due to:
a) deficiencies of the Products or any other product with which such Products are used or operated, resulting from causes not attributable to Nortel, such as but not limited to (i) inaccuracy of information provided by Buyer, (ii) inadequacy or deficiencies of product, facilities or services provided by Buyer or a third party and tested in conjunction with the Products, or (iii) other conditions, external to the Products provided by Nortel, which are beyond limits specified herein and are used by Nortel in performance calculations and spurious outputs from adjacent product. Nortel shall, however, at Buyer's expense, assist Buyer in the elimination or minimization of such deficiencies; or
b) minor deficiencies or shortages, attributable to Nortel, of a nature that do not prevent full and efficient commercial operation of the Products. Nortel shall, however, at its expense, take prompt and effective action to correct any such deficiencies or shortages.
7.2 The effort associated with Nortel's investigation of any deficiencies not attributable to Nortel shall be billed to Buyer.
TESTING, TURNOVER AND ACCEPTANCE. 8.1 If Nortel installs any Products furnished hereunder, the rights and obligations of the parties with respect to testing, turnover and acceptance of such Products shall be as set forth in the applicable Product Attachment.
8.2 If Nortel does not install Products furnished hereunder, Nortel shall prior to delivery of the Products perform such factory tests as Nortel determines to be appropriate in order to confirm that such Products shall be in accordance with the applicable Specifications and any mutually agreed upon test plan as set forth in the applicable Product Attachment(s). Buyer shall have a period of ten (10) business days after delivery to inspect such Products and shall notify Nortel immediately of any defects, deficiencies or shortages. In the event Buyer does not notify Nortel of any such defects, deficiencies or shortages, Buyer shall be deemed to have accepted the Products on the eleventh (11th) business day after the delivery date.
8.3 In the event that Buyer places Products into "revenue-generating service", such Products shall be deemed to have been accepted by Buyer without limitation or restriction. In no event would the foregoing limit any rights that Buyer may have under this Agreement as set forth in Exhibit D and the Warranty Section of each applicable Product Attachment hereto.
TESTING, TURNOVER AND ACCEPTANCE. 8.1 If Nortel installs any Products furnished hereunder, the rights and obligations of the parties with respect to testing, turnover and acceptance of such Products shall be as set forth in the applicable Product Attachment.
8.2 If Nortel does not install Products furnished hereunder, Nortel shall prior to delivery of the Products perform such factory tests as Nortel determines to be appropriate in order to confirm that such Products shall be in accordance with the applicable Specifications. Buyer shall be deemed to have accepted the Products upon completion of such tests.
8.3 In the event that Buyer places Products into revenue-generating service, such Products shall be deemed to have been accepted by Buyer without limitation or restriction. Network Products Purchase Agreement Number DM-11/95-DC Page 4 9. DISCLAIMERS OF WARRANTIES AND REMEDIES THE WARRANTIES AND REMEDIES SET FORTH IN EXHIBIT D AND IN ANY PRODUCT ATTACHMENT CONSTITUTE THE ONLY WARRANTIES OF NORTEL WITH RESPECT TO THE PRODUCTS AND SERVICES AND BUYER'S EXCLUSIVE REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED. THEY ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NORTEL SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, BEFORE OR AFTER THE PLACING OF ANY PRODUCT INTO SERVICE.
TESTING, TURNOVER AND ACCEPTANCE. 1If installation Services are ordered by Company, Nortel shall, upon completion of such installation, test the Product in accordance with Nortel's Turnover procedures to verify that such Products function substantially in accordance with the applicable Specifications. Upon completion of such verification, Nortel shall provide to Company a written notice of Turnover. Company shall be permitted an opportunity to have an appropriately qualified individual in attendance to observe the performance of such tests, however, the absence of such Company individual for any reason shall not invalidate the tests nor be a reason for Company to withhold Acceptance.
TESTING, TURNOVER AND ACCEPTANCE. 8.1 If Nortel installs any Products furnished hereunder, the rights and obligations of the parties with respect to testing, turnover and acceptance of such Products shall be as set forth in the applicable Product Attachment.
8.2 If Nortel is not required by the terms of a Product Attachment to install Products furnished hereunder, Nortel shall prior to delivery of the Products perform such factory tests as Nortel determines to be appropriate in order to confirm that such Products shall be in accordance with the applicable Specifications. Buyer shall be deemed to have accepted the Products upon completion of such tests.
8.3 In the event that Buyer places Products into revenue-generating service, such Products shall be deemed to have been accepted by Buyer without limitation or restriction. Notwithstanding the foregoing, Buyer may place the Products into revenue-generating service for purposes of testing the Product without being deemed to have accepted such Products provided such testing does not continue for more than one (1) day. 5
TESTING, TURNOVER AND ACCEPTANCE. 7.1 If installation is being purchased pursuant to this contract, Buyer shall be responsible for having the installation sites ready on time and in accordance with Nortel's requirements and shall reimburse Nortel for any additional expense incurred by Nortel as a result of Buyers failure in this respect. Any installation purchased pursuant to this contract shall be performed in accordance with Nortel's standard installation procedures and manuals. Upon completion of installation, Nortel shall perform its standard test procedures in accordance with applicable Nortel Specifications and any mutually agreed upon test plan, and shall certify to Buyer that the Equipment (and Software, if applicable) is ready to be placed in service and same shall be conclusively deemed to have been accepted by Buyer. Acceptance shall not be postponed due to any deficiencies of Equipment or Services supplied by Buyer and tested in conjunction with the Equipment. In the event that installation is not purchased pursuant to this contract, any Equipment ______________________ /***/ Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.
TESTING, TURNOVER AND ACCEPTANCE. Pursuant to Section 8.1 of the Agreement, the rights and obligations of the parties with respect to testing, turnover and acceptance of any Products furnished hereunder and installed by Nortel shall be as follows:
