Common use of ACCEPTANCE OF GOODS Clause in Contracts

ACCEPTANCE OF GOODS. Purchaser shall inspect all Goods within 30 days of receipt thereof, and may reject any Product that is defective provided that (i) it is (or has been) a standard product offered by Cepheid, and (ii) it has not been used, abused, or damaged by the Purchaser or Purchaser’s agents. Any Product not properly and timely rejected by the Purchaser shall be deemed accepted. To reject a Product, Purchaser must notify Cepheid in writing within 30 days of receipt of the Product, obtain a Return Material Authorization number, and promptly return the rejected Product to Cepheid, freight collect. Cepheid shall promptly repair or replace the rejected Product with conforming Product. PAYMENT TERMS: Payment terms are cash on delivery, except where Purchaser has established and maintained open account credit to Xxxxxxx’s satisfaction. Cepheid reserves the right to require alternative payment mechanisms, including without limitation, Sight Draft, Letter of Credit, or Payment in Advance. Payment terms for sales on open account are net thirty (30) days from date of Xxxxxxx’s invoice to Purchaser. Purchaser’s obligation to pay for Goods is not conditioned on Purchaser’s inspection of the Goods. Any invoiced amount which is not paid when due shall bear a late charge at the rate of one and one-half percent (1-1/2%) per month. PREVENTON OF WIRE FRAUD: Cepheid and the Purchaser both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, both Cepheid and the Purchaser agree that transfer instructions provided in Cepheid invoice will apply. In the event that there is a change in the wire transfer instructions, both Parties must agree to an updated wire transfer, in writing, using the Business Contact listed in the Quotation, before any monies will be transmitted using the new wire instructions. Both Parties further agree that they will never change wire transfer instructions by email. Further, both Parties agree that they will never require an immediate payment under the new instructions. The Parties will provide for a ten (10) business day grace period to verify any wire transfer instruction changes before any outstanding payments would be due using the new instructions. PURCHASER’S FINANCIAL CONDITION: Cepheid’s obligations under this Sales Agreement are subject to Cepheid’s approval at all times of Purchaser's financial condition. If the financial condition of Purchaser at any time becomes unsatisfactory to Cepheid or if Purchaser fails to make any payment when due, Cepheid may (i) defer or decline to make any shipment of Goods to Purchaser, or (ii) revoke any open account credit Purchaser has. LIMITED WARRANTY: Cepheid warrants that the Goods (i) will be free from defects in material and workmanship for a period of one year after shipment, (ii) conform to Cepheid's published specifications for the Goods, and (iii) are free of liens and encumbrances when shipped to Purchaser. It is the responsibility of Purchaser to determine and Purchaser assumes the risk for (i) the suitability of the Goods for Purchaser's intended use, and (ii) their compliance with applicable laws, regulations, codes and standards. Specific terms of the warranty or warranties for the Goods are set forth in Cepheid’s current user’s manual, catalog, or written guarantee covering such Good. Cepheid does not warrant any defects in any Goods caused by (i) improper installation, removal or testing, (ii) Purchaser’s failure to provide a suitable operating environment for the Goods, (iii) use of the Goods for purposes other than that for which they were designed, (iv) unauthorized attachments, (v) unusual physical or electrical stress, (vi) modifications or repairs done by other than Cepheid or a Cepheid authorized service provider, or (vii) any other abuse, misuse, or neglect of the Goods. This warranty extends to Purchaser only, and not to Purchaser's customers, except as agreed to in writing by Cepheid. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. CEPHEID DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE GOODS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CEPHEID SHALL HAVE NO STRICT LIABILITY, GOODS LIABILITY OR NEGLIGENCE, WHETHER ACTIVE OR PASSIVE. LIMITATION OF REMEDIES: PURCHASER'S EXCLUSIVE REMEDY FOR ANY DEFECTIVE GOOD IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE GOOD. IF CEPHEID CANNOT OR DOES NOT REPAIR OR REPLACE A DEFECTIVE GOOD, CEPHEID WILL REMOVE THE GOOD AND RETURN THE PURCHASE PRICE FOR THE DEFECTIVE GOOD AND CEPHEID SHALL HAVE NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM A DEFECT IN ANY GOODS. LIMITATION OF LIABILITY: EVEN IF CEPHEID CANNOT OR DOES NOT REPAIR OR REPLACE ANY DEFECTIVE GOODS AND PURCHASER'S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, CEPHEID'S ENTIRE LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE FOR ANY DEFECTIVE GOOD, AND CEPHEID SHALL HAVE NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM A DEFECT IN ANY GOOD.

ACCEPTANCE OF GOODS. Purchaser Distributor shall inspect all Goods within 30 days received under this Agreement. On the third day after delivery of receipt thereofthe Goods, and may reject any Product that is defective provided that (i) it is (or has been) a standard product offered by Cepheid, and (ii) it has not been used, abused, or damaged by the Purchaser or Purchaser’s agents. Any Product not properly and timely rejected by the Purchaser Distributor shall be deemed accepted. To reject a Product, Purchaser must notify Cepheid to have accepted the Goods unless it earlier notifies Seller in writing within 30 days and furnishes written evidence or other documentation as reasonably required by Seller that the Goods: are damaged or defective; or were delivered to Distributor as a result of receipt of the ProductSeller’s error. Then Seller shall determine, obtain a Return Material Authorization numberin its sole discretion, and promptly return the rejected Product whether to Cepheid, freight collect. Cepheid shall promptly repair or replace the rejected Product with conforming Product. PAYMENT TERMS: Payment terms are cash on delivery, except where Purchaser has established and maintained open account credit to Xxxxxxx’s satisfaction. Cepheid reserves Goods or refund the right to require alternative payment mechanisms, including without limitation, Sight Draft, Letter of Credit, or Payment in Advance. Payment terms for sales on open account are net thirty (30) days from date of Xxxxxxx’s invoice to Purchaser. Purchaser’s obligation to pay for Goods is not conditioned on Purchaser’s inspection of the Goods. Any invoiced amount which is not paid when due shall bear a late charge at the rate of one and one-half percent (1-1/2%) per month. PREVENTON OF WIRE FRAUD: Cepheid and the Purchaser both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, both Cepheid and the Purchaser agree that transfer instructions provided in Cepheid invoice will apply. In the event that there is a change in the wire transfer instructions, both Parties must agree to an updated wire transfer, in writing, using the Business Contact listed in the Quotation, before any monies will be transmitted using the new wire instructions. Both Parties further agree that they will never change wire transfer instructions by email. Further, both Parties agree that they will never require an immediate payment under the new instructions. The Parties will provide for a ten (10) business day grace period to verify any wire transfer instruction changes before any outstanding payments would be due using the new instructions. PURCHASER’S FINANCIAL CONDITION: Cepheid’s obligations under this Sales Agreement are subject to Cepheid’s approval at all times of Purchaser's financial condition. If the financial condition of Purchaser at any time becomes unsatisfactory to Cepheid or if Purchaser fails to make any payment when due, Cepheid may (i) defer or decline to make any shipment of Goods to Purchaser, or (ii) revoke any open account credit Purchaser has. LIMITED WARRANTY: Cepheid warrants that the Goods (i) will be free from defects in material and workmanship for a period of one year after shipment, (ii) conform to Cepheid's published specifications price for the Goods, and (iii) are free of liens and encumbrances when shipped together with all shipping expenses incurred by Distributor in connection therewith. Upon Seller’s request, Distributor shall ship at Seller’s expense, all goods to Purchaserbe returned, repaired or replaced under this Section 6.3 to Seller’s facility located at Hollywood, Florida, or any other location, within the United States, as specified by Seller. It is If Seller exercises its option to replace the responsibility of Purchaser to determine and Purchaser assumes the risk for (i) the suitability Goods, Seller shall, after receiving Distributor’s shipment of the Goods under this provision, have 15 days to inspect such Goods. Within 30 days after completion of inspection, Seller shall ship to Distributor, at Seller’s expense, the replaced Goods to the Delivery Point. Distributor acknowledges and agrees that the remedies set out in this Section 6.3. are its exclusive remedies, subject to Distributor’s rights under Section 12 regarding any Goods for Purchaser's intended usewhich Distributor has accepted delivery under this Section 6.3. In addition, and (ii) their compliance with applicable laws, regulations, codes and standards. Specific terms of the warranty or warranties for the Goods are set forth in Cepheid’s current user’s manual, catalog, or written guarantee covering such Good. Cepheid does not warrant any insofar as some defects in any packaged electronics may be undetectable from the initial inspection, Seller agrees to replace defective Goods caused returned to Distributor by (i) improper installationits customers within 90 days from the time of purchase by such customer; provided, removal or testinghowever, (ii) Purchaser’s failure that this provision shall not include coils, which are a disposable and replaceable part unless such coil is alleged to provide have failed upon initial use and shows no sign of use. Except as provided under this Sections 6.3 and 12, all sales of Goods to Distributor under this Agreement are made on a suitable operating environment for the Goods, (iii) use of the one-way basis and Distributor has no other right to return Goods for purposes other than that for which they were designed, (iv) unauthorized attachments, (v) unusual physical or electrical stress, (vi) modifications or repairs done by other than Cepheid or a Cepheid authorized service provider, or (vii) any other abuse, misuse, or neglect of the Goods. This warranty extends to Purchaser only, and not to Purchaser's customers, except as agreed to in writing by Cepheid. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. CEPHEID DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE GOODS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CEPHEID SHALL HAVE NO STRICT LIABILITY, GOODS LIABILITY OR NEGLIGENCE, WHETHER ACTIVE OR PASSIVE. LIMITATION OF REMEDIES: PURCHASER'S EXCLUSIVE REMEDY FOR ANY DEFECTIVE GOOD IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE GOOD. IF CEPHEID CANNOT OR DOES NOT REPAIR OR REPLACE A DEFECTIVE GOOD, CEPHEID WILL REMOVE THE GOOD AND RETURN THE PURCHASE PRICE FOR THE DEFECTIVE GOOD AND CEPHEID SHALL HAVE NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM A DEFECT IN ANY GOODS. LIMITATION OF LIABILITY: EVEN IF CEPHEID CANNOT OR DOES NOT REPAIR OR REPLACE ANY DEFECTIVE GOODS AND PURCHASER'S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, CEPHEID'S ENTIRE LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE FOR ANY DEFECTIVE GOOD, AND CEPHEID SHALL HAVE NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM A DEFECT IN ANY GOODpurchased under this Agreement.

ACCEPTANCE OF GOODS. Purchaser Services under this Purchase Order is subject to AstraZeneca’s inspection and testing. AstraZeneca shall inspect all Goods within have 30 days of receipt thereof, and may reject any Product that is defective provided that (i) it is (or has been) a standard product offered by Cepheid, and (ii) it has not been used, abused, or damaged by the Purchaser or Purchaser’s agents. Any Product not properly and timely rejected by the Purchaser shall be deemed accepted. To reject a Product, Purchaser must notify Cepheid in writing within 30 days of after receipt of the ProductGoods/Services under this Purchase Order in which to inspect, obtain a Return Material Authorization numbertest and accept or reject such Goods/Services. With respect to any latent defects in such Goods/Services, AstraZeneca shall have 30 days after its discovery thereof to notify Supplier of such defects. Notwithstanding the foregoing, AstraZeneca is not required to perform incoming inspections of any Goods/Services, and promptly return the rejected Product to Cepheid, freight collect. Cepheid shall promptly repair or replace the rejected Product with conforming Product. PAYMENT TERMS: Payment terms are cash on delivery, except where Purchaser has established and maintained open account credit to Xxxxxxx’s satisfaction. Cepheid reserves the Supplier waives any right to require alternative payment mechanisms, including without limitation, Sight Draft, Letter of Credit, or Payment in AdvanceAstraZeneca to conduct any such inspections. Payment terms for sales on open account are net thirty (30) days from date of Xxxxxxx’s invoice to Purchaser. Purchaser’s obligation to pay for Goods is Supplier shall not conditioned on Purchaser’s inspection of the Goods. Any invoiced amount which is not paid when due shall bear a late charge at the rate of one and one-half percent (1-1/2%) per month. PREVENTON OF WIRE FRAUD: Cepheid and the Purchaser both recognize that there is a risk of wire fraud when individuals impersonating a business demand immediate payment under new wire transfer instructions. To avoid this risk, both Cepheid and the Purchaser agree that transfer instructions provided in Cepheid invoice will apply. In the event that there is a change in the wire transfer instructions, both Parties must agree to an updated wire transfer, in writing, using the Business Contact listed in the Quotation, before substitute any monies will be transmitted using the new wire instructions. Both Parties further agree that they will never change wire transfer instructions by email. Further, both Parties agree that they will never require an immediate payment under the new instructions. The Parties will provide for a ten (10) business day grace period to verify any wire transfer instruction changes before any outstanding payments would be due using the new instructions. PURCHASER’S FINANCIAL CONDITION: Cepheid’s obligations under this Sales Agreement are subject to Cepheid’s approval at all times of Purchaser's financial condition. If the financial condition of Purchaser at any time becomes unsatisfactory to Cepheid or if Purchaser fails to make any payment when due, Cepheid may (i) defer or decline to make any shipment of Goods to Purchaser, or (ii) revoke any open account credit Purchaser has. LIMITED WARRANTY: Cepheid warrants that the Goods (i) will be free from defects in material and workmanship for a period of one year after shipment, (ii) conform to Cepheid's published specifications goods for the Goods/Services covered by this Purchase Order unless AstraZeneca consents in writing. If AstraZeneca rejects any goods as non-conforming, and AstraZeneca may, at its option: (iiia) are free reduce the quantities of liens and encumbrances when shipped Goods/Services ordered under this Purchase Order by the quantity of non-conforming Goods/Services; (b) require Supplier to Purchaserreplace the non- conforming Goods/Services; and/or (c) exercise any other rights or remedies available under this Purchase Order, at law or in equity. It is the responsibility of Purchaser If Supplier fails to determine and Purchaser assumes the risk for (i) the suitability inform AstraZeneca in writing of the Goods for Purchaser's intended usemanner in which Supplier desires that AstraZeneca dispose of non- conforming Goods/Services within 48 hours of notice of AstraZeneca’s rejection of non- conforming Goods/Services, and (ii) their compliance with applicable laws, regulations, codes and standards. Specific terms AstraZeneca shall be entitled to dispose of the warranty or warranties non- conforming Goods/Services without liability to Supplier; provided, however, that in any event AstraZeneca may elect to arrange for the Goods are set forth in Cepheidshipment of any non-conforming Goods/Services back to Supplier at Supplier’s current userexpense. Supplier shall bear all risk of loss, damage or destruction with respect to all non-conforming Goods/Services and shall promptly pay or reimburse all costs incurred by AstraZeneca to return, store or dispose of any non-conforming Goods/Services. AstraZeneca’s manualpayment for any non-conforming Goods/Services shall not constitute acceptance by AstraZeneca, cataloglimit or impair AstraZeneca’s right to exercise any rights or remedies, or written guarantee covering such Good. Cepheid does not warrant any defects in any Goods caused by (i) improper installation, removal or testing, (ii) Purchaser’s failure to provide a suitable operating environment relieve Supplier of responsibility for the non-conforming Goods, (iii) use of the Goods for purposes other than that for which they were designed, (iv) unauthorized attachments, (v) unusual physical or electrical stress, (vi) modifications or repairs done by other than Cepheid or a Cepheid authorized service provider, or (vii) any other abuse, misuse, or neglect of the Goods. This warranty extends to Purchaser only, and not to Purchaser's customers, except as agreed to in writing by Cepheid. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. CEPHEID DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE GOODS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CEPHEID SHALL HAVE NO STRICT LIABILITY, GOODS LIABILITY OR NEGLIGENCE, WHETHER ACTIVE OR PASSIVE. LIMITATION OF REMEDIES: PURCHASER'S EXCLUSIVE REMEDY FOR ANY DEFECTIVE GOOD IS LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE GOOD. IF CEPHEID CANNOT OR DOES NOT REPAIR OR REPLACE A DEFECTIVE GOOD, CEPHEID WILL REMOVE THE GOOD AND RETURN THE PURCHASE PRICE FOR THE DEFECTIVE GOOD AND CEPHEID SHALL HAVE NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM A DEFECT IN ANY GOODS. LIMITATION OF LIABILITY: EVEN IF CEPHEID CANNOT OR DOES NOT REPAIR OR REPLACE ANY DEFECTIVE GOODS AND PURCHASER'S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, CEPHEID'S ENTIRE LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE FOR ANY DEFECTIVE GOOD, AND CEPHEID SHALL HAVE NO LIABILITY FOR GENERAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM A DEFECT IN ANY GOOD/Services.