Damaged Inventory Sample Clauses
The Damaged Inventory clause defines the procedures and responsibilities when goods or products are found to be damaged, either upon delivery or while in storage. Typically, this clause outlines the steps for reporting damage, the timeframe for notification, and the party responsible for inspecting and resolving the issue, such as replacing or crediting the damaged items. Its core function is to allocate risk and clarify the process for addressing damaged goods, thereby minimizing disputes and ensuring both parties understand their obligations.
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Damaged Inventory. Promptly after the Closing, Buyer shall conduct a physical inspection (with a representative of Seller present) of all Inventory included within the Purchased Assets to ascertain whether or not any such Inventory is Damaged Inventory. Within thirty (30) days after the Closing, Buyer shall deliver to Seller a report indicating (i) the Damaged Inventory, including the location thereof, and (ii) the value of the Damaged Inventory are reflected on the Year-End Balance Sheet (the “Damaged Inventory Value”), and within ten (10) days following delivery of such report, Seller shall either accept or object to Buyer’s calculation of the Damaged Inventory Value. If Seller objects to Buyer’s calculation, then the parties shall attempt in good faith to resolve such differences. In the event the parties are unable to resolve such differences within thirty (30) days from Seller’s initial objection, then the Neutral Auditor shall be appointed to determine the Damaged Inventory Value. Upon either (A) Seller’s acceptance of Buyer’s calculation of the Damaged Inventory Value or (B) the Neutral Auditor’s determination of the Damaged Inventory Value in accordance with the provisions set forth herein, Buyer shall be entitled to set-off an amount equal to the Damaged Inventory Value against the Earn-Out Consideration or against any payments due from Buyer under the Consideration Note, with Seller remaining responsible for any amounts in excess thereof.
Damaged Inventory. In the event an item in Consigned Inventory needs to be destroyed, Customer must complete the process outlined in the Customer Destruction Letter (“Letter”) at Attachment 1 and return a signed copy of the Letter to ZEISS within five (5) business days of destruction.