Common use of INSPECTION AND REJECTION Clause in Contracts

INSPECTION AND REJECTION. DISTRIBUTOR shall inspect all Products promptly upon receipt and may reject, by written notice to DIADEXUS, any Products which fail materially to meet the specifications outlined in Product package insert (“Product Specification”). If DISTRIBUTOR does not reject a shipment of Products within fifteen (15) days of receipt, such shipment will be deemed to have been accepted. Rejected Products shall be returned freight prepaid to DIADEXUS within ten (10) days of rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

INSPECTION AND REJECTION. DISTRIBUTOR All goods shall inspect all Products promptly upon receipt be received subject to Buyer’s inspection and may rejectrejection. If the goods shipped or to be shipped and/or services rendered or to be rendered hereunder are rejected, in whole or in part, by written notice Buyer by reason of Seller’s failure to DIADEXUScomply with any of the terms, conditions and /or specifications contained herein, Buyer, after so notifying Seller in writing, may either return the rejected portion of such goods and/or the rejected portion of such services to Seller at Seller’s expense or hold the same for such disposal as Seller shall indicate, without invalidating the remainder of this Order, or Buyer may reject the entire shipment of such goods and/or reject the entire services and cancel this Order for any Products which fail materially to meet the specifications outlined in Product package insert (“Product Specification”)undelivered balances of goods and/or unrendered services. If DISTRIBUTOR does not reject a shipment of Products within fifteen goods shipped or to be shipped and/or services rendered or to be rendered hereunder are rejected, as hereinabove provided, Buyer may repair defects and/or purchase like goods elsewhere and/or obtain like services elsewhere and charge Seller with any loss or damage (15either direct or indirect) days of receipt, such shipment will be deemed to have been accepted. Rejected Products shall be returned freight prepaid to DIADEXUS within ten sustained by Buyer (10) days of rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable effortsincluding, but not later than sixty business by way of limitation, any difference between the price paid by Buyer for such like goods and/or services and the price specified on the face hereof and/or cost to repair defects) plus all costs of collecting the same (60) days after receipt including, without limitation, reasonable attorney’s fees and court costs). Buyer shall not be obligated to pay for any goods shipped and/or services rendered which are rejected by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipmentit. Any insurance proceeds payable in respect payment for goods prior to any loss for such Products to the extent of any loss incurred during shipment inspection shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products not constitute an acceptance thereof and shall reimburse DISTRIBUTOR not limit or impair Buyer’s right to assert any legal or equitable remedy, or relieve Seller’s responsibility for any costs of transportation incurred latent defects. Any goods (a) determined to be nonconforming by DISTRIBUTOR in connection Seller (or its suppliers); (b) rejected by Buyer as nonconforming; or (c) that become obsolete or surplus, will be rendered unusable prior to salvage or disposal by Seller (or its suppliers). Seller will ensure that nonconforming, rejected, obsolete or surplus goods are not sold as service or replacement parts to third parties. Seller will institute appropriate controls with the return its suppliers to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in ensure compliance with this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionssection.

INSPECTION AND REJECTION. DISTRIBUTOR Buyer has the right to inspect the Goods and/or Tools, both prior to and after making payment for the Goods and/or Tools. Seller agrees that Buyer may choose not to perform incoming inspections of the Goods and/or Tools, without prejudice to any rights or remedies available to Buyer hereunder or at law, and Seller waives any rights to require Buyer to conduct such inspections. In addition, Buyer's representatives and or Buyer’s customer shall have the right to inspect the materials, procedures and workmanship used in the performance of Buyer's Purchase Order at Seller's facilities at all Products promptly upon receipt reasonable times, including Seller's testing, inspection, quality control and reliability procedures and data. Seller shall comply with Buyer’s most recently adopted Supplier Requirements or other specific quality control specifications, inspection standards and quality assurance manuals supplied to Seller directly, or as may reject, by written notice be posted on Buyer’s website from time to DIADEXUS, any Products which fail materially to meet the specifications outlined in Product package insert (“Product Specification”)time. If DISTRIBUTOR does not reject a shipment of Products within fifteen (15) days of receipt, such shipment will be deemed to have been accepted. Rejected Products Final inspection shall be returned freight prepaid to DIADEXUS within ten (10) days at Buyer's destination by representatives of Buyer, and no such inspection or approval, nor any payment for the Goods, Tools and/or Services, shall prevent rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Productsdefects subsequently discovered. In the case of improperly rejected defective Goods, Tools or returned ProductsServices, DISTRIBUTOR Buyer shall pay transportation charges have the right, at its discretion, to (i) require claims adjustment and/or replacement by Seller without cost to Buyer, (ii) correct the defects at Seller's cost, and/or (iii) return the defective items to Seller at Seller's risk and expense, and, in both directionsany such case, (iv) terminate Buyer's Purchase Order (in whole or in part). [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange CommissionAny such remedies shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Confidential treatment has been requested with respect Any payment made by Buyer for defective Goods, Tools or Services shall be refunded by Seller, except to the omitted portionsextent that Seller promptly replaces or corrects the same at Seller’s expense. Buyer’s payment for and/or acceptance of the Goods, Tools or Services shall not relieve Seller from any of its obligations and/or warranties under the Purchase Order. Any liabilities, damages, associated costs and expenses imposed upon Buyer resulting from the acts, omissions or negligence of Seller shall be borne solely by Seller. In all other cases, the responsibility for such costs or expenses shall be reasonably negotiated in good faith on a per occurrence basis.

INSPECTION AND REJECTION. DISTRIBUTOR Should Customer return to Buyer any Products within five (5) day of delivery to Customer, Buyer shall visually inspect the packaging of all Products delivered hereunder promptly upon receipt receipt, and subject to Buyer’s assumption of risk of loss and damage during shipment under Section 2 may reject, reject any Products that are visibly damaged by written notice to DIADEXUS, any Products which fail materially to meet the specifications outlined in Product package insert (“Product Specification”)Seller. If DISTRIBUTOR Xxxxx does not reject a shipment of Products within fifteen five (155) days of receipt, such shipment will shall be deemed to have been acceptedaccepted and the sale deemed final. Rejected Products shall should be returned freight prepaid to DIADEXUS Seller within ten (10) days of rejection but only after receipt from DIADEXUS Seller of a Return Goods Materials Authorization (“RGARMA”), which DISTRIBUTOR Buyer may obtain from DIADEXUS Seller by mail, Email e-mail, or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable effortspracticable upon verification of any claim of damage, but not later than sixty business (60) days after receipt by DIADEXUS Seller of properly rejected Products, DIADEXUS Seller shall, at its option and expense, either repair or replace such Products. The party Party shipping Products pursuant to this Section 3.4 7 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party Party bearing the risk of loss for such ProductsProducts to the extent of the loss incurred. DIADEXUS will Seller shall prepay transportation charges back to DISTRIBUTOR for replacement Products Buyer and shall reimburse DISTRIBUTOR Buyer for any costs of transportation incurred by DISTRIBUTOR Buyer in connection with the return to DIADEXUS Seller of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR Buyer shall pay transportation charges in both directions. [*] Certain information Except as provided in this document has been omitted Section 7, all Products delivered under this Agreement are non-returnable. The foregoing provisions of this Section 7 state Buyer’s sole remedy and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Seller’s sole obligation with respect to the omitted portionssuch damaged Products.

INSPECTION AND REJECTION. DISTRIBUTOR Products shall inspect be subject to final inspection and acceptance by BUYER at destination, notwithstanding any payment or prior inspection. All Products from all lots received by BUYER shall either be new and unused Products promptly upon or Products authorized by BUYER's reject tag disposition. Final inspection of a Product will be made within a reasonable time after receipt and of such Product. BUYER may reject, by written notice to DIADEXUS, reject any or all of the Products which fail materially do not strictly conform to meet the specifications outlined requirements of the applicable Order. BUYER may reject an entire lot of Product based on discrepancies detected in Product package insert a sample quantity selected from the lot. BUYER shall by notice, rejection tag or other communication notify SELLER of such rejection. At SELLER's risk and expense, all such Products will be returned to SELLER for immediate rework, replacement or other correction and redelivery or full credit to BUYER; provided, however, that with respect to any or all of such Products and at BUYER's election and at SELLER's risk and expense, BUYER may: (“Product Specification”)a) hold, retain or return such Products without permitting any rework, replacement or other correction by SELLER; (b) hold or retain such Products for rework by SELLER or, at BUYER's election, for rework by BUYER with such assistance from SELLER as BUYER may require; (c) return such Products for full credit only (d) hold such Products until SELLER has delivered conforming replacements for such Products; (e) hold such Products until confirming replacements are obtained from a third party; or (f) return such Products with instructions to SELLER as to whether such Products shall be reworked or replaced and as to the manner of redelivery. If DISTRIBUTOR does not reject Any attempt by SELLER to salvage Products rejected by BUYER shall be in accordance with the BUYER's rejection tag disposition. BUYER shall provide rejection tag documentation to the SELLER to authorize the salvage. Lots delivered with BUYER's rejection tag deviations shall contain a shipment copy of Products the rejection tag authorizing such deviation and must be attached to the applicable packing sheets. BUYER shall provide a copy of the rejection tag to the SELLER. SELLER shall strive to complete all rework, replacement and other corrections and redelivery within fifteen (15) days calendar days. All costs and expenses, loss of receipt, such shipment will be deemed to have been accepted. Rejected Products shall be returned freight prepaid to DIADEXUS within ten (10) days value and any other damages incurred as a result of rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with nonconformance and rework, replacement or other correction may be recovered from SELLER by a mutually agreeable equitable price reduction, set-off or credit against any amounts that may be owed to SELLER under the return to DIADEXUS applicable Order or otherwise. BUYER may revoke its acceptance of properly rejected Products. In any Products and have the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately same rights with the Securities and Exchange Commission. Confidential treatment has been requested with respect regard to the omitted portionsProducts involved as if it had originally rejected them.

INSPECTION AND REJECTION. DISTRIBUTOR All Goods furnished hereunder shall conform to Buyer’s specifications. Only new and authentic materials are to be used in the Goods. No counterfeit parts are to be contained within the Goods and parts shall be purchased directly from the original component manufacturer, or through the original component manufacturer’s authorized distributor. Documentation must be available that authenticates traceability to the applicable original component manufacturer. Non- authorized distributors, brokers or others shall not be used without written consent from Buyer. All Goods are subject to inspection and test by Buyer at place of manufacture, at delivery destination, or any other location designated by Buyer. Buyer shall have the right to enter Seller’s facility at reasonable times to inspect all Products promptly upon receipt the facility, Goods, materials, processes, and may rejectany property of Buyer covered by the Order. Buyer’s inspection of the Goods, whether during manufacture or prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished Goods. Buyer’s inspection shall not limit or impair Buyer’s right to assert any legal or equitable remedy or relieve Seller of responsibility for non-conforming Goods. If any of the Goods are found to be defective in material, quantity, or workmanship (including Goods damaged because of unsatisfactory packaging by written notice Seller), or otherwise not in strict conformity with the requirements of the Order, including drawings and specifications and approved samples, Buyer shall have the right to DIADEXUS, reject and return such Goods at Seller's expense and to receive full credit or refund (at Buyer’s option) for any Products such rejected Goods within a reasonable time (which fail materially to meet the specifications outlined in Product package insert (“Product Specification”return shall be at Seller’s expense). If DISTRIBUTOR does Seller agrees to provide Buyer with replacement Goods or instructions for the disposition of the nonconforming Goods within five (5) working days. All expenses to Buyer in returning or holding nonconforming Goods, including but not reject a shipment of Products within fifteen (15) days of receiptlimited to, such shipment will be deemed to have been accepted. Rejected Products storage, transportation, handling and associated processing costs, shall be returned freight prepaid borne by Seller. Payment for nonconforming Goods shall not constitute acceptance of them, or in any way limit or impair Buyer’s right to DIADEXUS within ten (10) days of rejection but only after receipt assert any legal or equitable remedy or relieve Seller’s responsibility. Seller will not replace the rejected Goods without a new Order or written demand from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsBuyer.

INSPECTION AND REJECTION. DISTRIBUTOR All goods covered by this Purchase Order shall be received subject to Purchaser’s right of inspection and rejection. Such right shall be extended to the Purchaser’s customer. Payment for goods delivered hereunder shall not constitute acceptance thereof, and all payments against documents shall be made with a reservation of rights by Purchaser for defects, including, without limitation, defects apparent on the face thereof. Seller will provide and maintain inspection and process control systems acceptable to Purchaser for production of the goods covered hereby. Records of all inspection work by Seller shall be kept complete and available to Purchaser during the performance of this Purchase Order or for such longer period as may be specified. When goods are made to Purchaser’s instructions, specifications or other requirements. Purchaser may inspect all Products promptly upon receipt such goods at Seller’s plant and may rejectany other place of manufacture during production without waiving its right subsequently to reject or revoke acceptance of such goods for undiscovered or latent defects. Seller, by written notice at its expense, shall furnish, or cause to DIADEXUSbe furnished, facilities and assistance reasonably necessary to ensure the safety and convenience of each such inspection. Failure to inspect and accept or reject goods shall not relieve Seller from any Products which fail materially to meet the specifications outlined in Product package insert (“Product Specification”)of its responsibilities hereunder. If DISTRIBUTOR any of the goods ordered hereunder are found at any time not to conform with the requirements of this Purchase Order, including any applicable samples, drawings or specifications, or to be defective in any design, workmanship or materials Purchaser may, at its option, require Seller to inspect the goods and remove and replace nonconforming goods with goods that conform to this Purchase Order. Purchaser may also elect to inspect and sort goods if Seller fails to timely inspect, remove and replace goods and to charge Seller for the cost of inspection. Purchaser may also charge to Seller all direct and indirect costs incurred by Purchaser as a result of any nonconforming goods or delivery or an administrative fee in an amount reasonably related to such costs whether or not the goods are rejected by Purchaser. In the event that Xxxxxx does not reject dispute a shipment notice of Products nonconformity within fifteen (15) 30 days of receiptafter receipt thereof, such shipment notice will be deemed accepted by Seller, and Purchaser may deduct the appropriate amount from Seller’s invoices. The rights granted to have been acceptedPurchaser in this paragraph are in addition to any other rights Purchaser may have. Rejected Products CHANGES: Purchaser may at any time prior to the date on which an order is filled, in writing, make changes within the general scope of this Purchase Order. Changes in this Purchase Order shall be returned freight prepaid to DIADEXUS within ten (10) days of rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR confirmed in writing. No changes may obtain from DIADEXUS be made in the order or pricing unless accepted by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable Purchaser in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionswriting.

INSPECTION AND REJECTION. DISTRIBUTOR Buyer shall inspect all Products promptly upon receipt not be responsible for Goods furnished without an Order from its Purchasing Department, and in such case Buyer may accept or reject, by written notice to DIADEXUSat Seller’s cost, in whole or in part, any Products shipment of Goods for which fail materially an Order was not issued. All Goods received are subject to meet (a) inspection by Buyer at any time, and (b) rejection by Buyer if all or any part of the specifications outlined in Product package insert Goods are defective or do not conform to Seller’s warranties or Buyer’s specifications, drawings and samples (“Product SpecificationDefective Goods”). Upon reasonable notice, Seller shall permit Buyer and Xxxxx's designated representative to visit Seller's offices and manufacturing facilities for the purpose of conducting audits, inspections or expediting activities and shall arrange for such visits with Seller's suppliers and subcontractors as Buyer deems necessary. If DISTRIBUTOR does not reject a shipment of Products within fifteen (15) days of receiptBuyer receives Defective Goods, such shipment will be deemed to have been accepted. Rejected Products shall be returned freight prepaid to DIADEXUS within ten (10) days of rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shallBuyer may, at its option and without waiving any other rights it might have for Seller’s breach, invoke any or all of the following non-exclusive remedies: (i) have Seller send conforming replacement Goods and retrieve the Defective Goods, all at Seller’s expense; (ii) cancel the Order and return the Defective Goods for a full refund, replace all at Seller’s expense; (iii) retain the Defective Goods and take a reduction in the price; or (iv) repair or correct the non-conformity or defect and deduct the cost of such Productsrepair from the price. The party shipping Products pursuant If Xxxxx has received Defective Goods, Buyer may choose to this Section 3.4 shall bear reject the entire risk shipment or accept part of loss for Products during shipmentsuch shipment and reject the balance. Any insurance proceeds payable in respect to any loss for such Products to the extent Payment of any loss incurred during shipment invoice by Buyer shall be paid to the party bearing the risk not by itself constitute acceptance of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsGoods specified therein.

INSPECTION AND REJECTION. DISTRIBUTOR All Goods furnished hereunder shall conform to Xxxxx’s specifications. Only new and authentic materials are to be used in the Goods. No counterfeit parts are to be contained within the Goods and parts shall be purchased directly from the original component manufacturer, or through the original component manufacturer’s authorized distributor. Documentation must be available that authenticates traceability to the applicable original component manufacturer. Non- authorized distributors, brokers or others shall not be used without written consent from Buyer. All Goods are subject to inspection and test by Buyer at place of manufacture, at delivery destination, or any other location designated by Buyer. Buyer shall have the right to enter Seller’s facility at reasonable times to inspect all Products promptly upon receipt the facility, Goods, materials, processes, and may rejectany property of Buyer covered by the Order. Buyer’s inspection of the Goods, whether during manufacture or prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished Goods. Buyer’s inspection shall not limit or impair Buyer’s right to assert any legal or equitable remedy or relieve Seller of responsibility for non-conforming Goods. If any of the Goods are found to be defective in material, quantity, or workmanship (including Goods damaged because of unsatisfactory packaging by written notice Seller), or otherwise not in strict conformity with the requirements of the Order, including drawings and specifications and approved samples, Buyer shall have the right to DIADEXUS, reject and return such Goods at Seller's expense and to receive full credit or refund (at Buyer’s option) for any Products such rejected Goods within a reasonable time (which fail materially to meet the specifications outlined in Product package insert (“Product Specification”return shall be at Seller’s expense). If DISTRIBUTOR does Seller agrees to provide Buyer with replacement Goods or instructions for the disposition of the nonconforming Goods within five (5) working days. All expenses to Buyer in returning or holding nonconforming Goods, including but not reject a shipment of Products within fifteen (15) days of receiptlimited to, such shipment will be deemed to have been accepted. Rejected Products storage, transportation, handling and associated processing costs, shall be returned freight prepaid borne by Seller. Payment for nonconforming Goods shall not constitute acceptance of them, or in any way limit or impair Buyer’s right to DIADEXUS within ten (10) days of rejection but only after receipt assert any legal or equitable remedy or relieve Seller’s responsibility. Seller will not replace the rejected Goods without a new Order or written demand from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the rejection. As promptly as possible and subject to commercially reasonable efforts, but not later than sixty business (60) days after receipt by DIADEXUS of properly rejected Products, DIADEXUS shall, at its option and expense, replace such Products. The party shipping Products pursuant to this Section 3.4 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any loss for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsBuyer.

INSPECTION AND REJECTION. DISTRIBUTOR Notwithstanding payment, passage of title, or prior inspection or test, all goods are subject to final inspection and acceptance or rejection by Xxxxx at Buyer’s facility and goods shall not be deemed accepted until actually so inspected. Buyer may inspect all Products promptly upon receipt ora sample of all goods at Buyer’s option, and may reject, by written notice Xxxxx shall have the right to DIADEXUS, any Products which fail materially to meet the specifications outlined in Product package insert (“Product Specification”). If DISTRIBUTOR does not reject a shipment of Products within fifteen (15) days of receipt, such shipment will be deemed to have been accepted. Rejected Products shall be returned freight prepaid to DIADEXUS within ten (10) days of rejection but only after receipt from DIADEXUS of a Return Goods Authorization (“RGA”), which DISTRIBUTOR may obtain from DIADEXUS by mail, Email all or telefax upon proper explanation anyportion of the rejectiongoods if any such inspection reveals them to be, in Xxxxx’s sole opinion, defective or nonconforming. As promptly as possible and subject to commercially reasonable effortsSeller shall reimburse Buyer for any losses or damages incurred including, but not later than sixty business (60) days limited to shipping costs, in connection with such rejection. Seller shall provide and maintain a test and inspection system acceptable to Buyer andits direct and indirect customers. Records of all inspection work by seller shall be kept complete and available to Buyer and its direct and indirect customers during the performance these Terms of Purchase and for five years after receipt final payment by DIADEXUS Buyer or for such longer period as may be specified elsewhere in these terms of properly Purchase or as may be required by applicable law or regulation. Buyer may inspect its property deliveredto Seller and Seller’s records relating to the goods and services furnished under these Terms of Purchase. Seller shall not replace goods returned as defective unless so directed by Xxxxx in writing. Seller shall keep adequate records of hours of direct labor and all costs incurred in the performance of these Terms of Purchase, which records shall be subject to audit by Buyer. All rejected Productsmaterials will be held or returned at Seller’s risk and expense. Without limiting Buyer’s other remedies, DIADEXUS shallall goods and services found nonconforming or defective as to material, workmanship, manufacture, or otherwise will immediately be repaired, corrected or replaced by Seller without expense to Buyer or, at its the option of Buyer. Seller will refund the price of all such nonconforming or defective goods and services, such nonconforming or defective goods and services may be retained by Buyer subject to an equitable adjustment to price determined by Buyer. Buyer may have such nonconforming or defective goods and services repaired, corrected or replaced at Seller’s expense, replace or the Order may be terminated in whole or in part of Seller’s defect. If Buyer, in its sole discretion elects, Buyer may repair defective material delivered by Seller if Buyer’s delivery schedule requires such Productsaction and charge the cost thereof to Seller. The party shipping Products pursuant Seller shall also be responsible for all cost relating to this Section 3.4 shall bear such defect or noncompliance, including, but not limited to, cost of removal, disassembly, failure analysis, fault isolation, reinstallation, re-inspection and retrofit Buyer will not be required to return defective materials prior to replacement and Seller agrees to accept the entire risk report of loss for Products during shipment. Any insurance proceeds payable Buyer and/or any government authority in respect to any loss such defective items. Rejected items shall not be resubmitted for such Products to the extent of any loss incurred during shipment shall be paid to the party bearing the risk of loss for such Products. DIADEXUS will prepay transportation charges back to DISTRIBUTOR for replacement Products and shall reimburse DISTRIBUTOR for any costs of transportation incurred by DISTRIBUTOR in connection with the return to DIADEXUS of properly rejected Products. In the case of improperly rejected or returned Products, DISTRIBUTOR shall pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsacceptance without a concurrent notice ofthe prior rejection.