Common use of INSPECTION AND REJECTION Clause in Contracts

INSPECTION AND REJECTION. 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 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 be posted on Buyer’s website from time to time. Final inspection shall be 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 for defects subsequently discovered. In the case of defective Goods, Tools or Services, Buyer shall 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 any such case, (iv) terminate Buyer's Purchase Order (in whole or in part). Any such remedies shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services shall be refunded by Seller, except to the extent 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. Buyer has DISTRIBUTOR shall inspect all Products promptly upon receipt and may reject, by written notice to DIADEXUS, any Products which fail materially to meet the right 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 inspect the 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 and/or ToolsAuthorization (“RGA”), both prior to and after making payment for the Goods and/or Tools. Seller agrees that Buyer which DISTRIBUTOR may choose not to perform incoming inspections obtain from DIADEXUS by mail, Email or telefax upon proper explanation of the Goods and/or Toolsrejection. As promptly as possible and subject to commercially reasonable efforts, without prejudice 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 rights or remedies available loss for such Products to Buyer hereunder or at law, and Seller waives the extent of 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 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 be posted on Buyer’s website from time to time. Final inspection loss incurred during shipment shall be at Buyer's destination 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 representatives DISTRIBUTOR in connection with the return to DIADEXUS of Buyer, and no such inspection or approval, nor any payment for the Goods, Tools and/or Services, shall prevent rejection for defects subsequently discoveredproperly rejected Products. In the case of defective Goodsimproperly rejected or returned Products, Tools or Services, Buyer DISTRIBUTOR shall have pay transportation charges in both directions. [*] Certain information in this document has been omitted and filed separately with 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 Securities and expense, and, in any such case, (iv) terminate Buyer's Purchase Order (in whole or in part)Exchange Commission. Any such remedies shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services shall be refunded by Seller, except Confidential treatment has been requested with respect to the extent 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 basisomitted portions.

INSPECTION AND REJECTION. Buyer has the right All goods shall be received subject 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 inspection and rejection. If the right goods shipped or to inspect the materialsbe shipped and/or services rendered or to be rendered hereunder are rejected, procedures and workmanship used in the performance of Buyer's Purchase Order at Seller's facilities at all 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 be posted on Buyer’s website from time to time. Final inspection shall be 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 for defects subsequently discovered. In the case of defective Goods, Tools or Services, Buyer shall 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 any such case, (iv) terminate Buyer's Purchase Order (in whole or in part, by Buyer by reason of Seller’s failure to comply 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 undelivered balances of goods and/or unrendered services. If 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 (either direct or indirect) sustained by Buyer (including, but not 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 (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 it. Any such remedies payment for goods prior to inspection shall not constitute an acceptance thereof and shall not limit or affect impair Buyer’s other rights right to assert any legal or remedies available hereunder equitable remedy, or at lawrelieve Seller’s responsibility for latent defects. Any payment made goods (a) determined to be nonconforming by Seller (or its suppliers); (b) rejected by Buyer for defective Goodsas nonconforming; or (c) that become obsolete or surplus, Tools will be rendered unusable prior to salvage or Services shall be refunded disposal by SellerSeller (or its suppliers). Seller will ensure that nonconforming, except rejected, obsolete or surplus goods are not sold as service or replacement parts to the extent that third parties. 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 will institute appropriate controls with 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 basissuppliers to ensure compliance with this section.

INSPECTION AND REJECTION. Buyer has All Goods furnished hereunder shall conform to Xxxxx’s specifications. Only new and authentic materials are to be used in the right Goods. No counterfeit parts are to inspect be contained within the Goods and/or Toolsand parts shall be purchased directly from the original component manufacturer, both prior 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 after making payment for the Goods and/or Toolstest by Buyer at place of manufacture, at delivery destination, or any other location designated by Buyer. 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 enter Seller’s facility at reasonable times to inspect the facility, Goods, materials, procedures processes, and workmanship used in any property of Buyer covered by the performance of Buyer's Purchase Order at Seller's facilities at all reasonable times, including Seller's testing, inspection, quality control and reliability procedures and dataOrder. 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 be posted on Buyer’s website from time to time. Final inspection shall be at Buyer's destination by representatives of Buyer, and no such inspection or approval, nor any payment for the Goods, Tools and/or Serviceswhether during manufacture or prior to delivery or within a reasonable time after delivery, shall prevent rejection 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 defects subsequently discoverednon-conforming Goods. In If any of the case Goods are found to be defective in material, quantity, or workmanship (including Goods damaged because of defective Goodsunsatisfactory packaging by Seller), Tools or Servicesotherwise not in strict conformity with the requirements of the Order, including drawings and specifications and approved samples, Buyer shall have the right, at its discretion, right to (i) require claims adjustment and/or replacement by Seller without cost to Buyer, (ii) correct the defects reject and return such Goods at Seller's cost, and/or expense and to receive full credit or refund (iiiat Buyer’s option) return the defective items to Seller at Seller's risk and expense, and, in for any such case, rejected Goods within a reasonable time (iv) terminate Buyer's Purchase Order (in whole or in part). Any such remedies shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services which return shall be refunded by Seller, except to the extent that Seller promptly replaces or corrects the same at Seller’s expense). Buyer’s payment Seller agrees to provide Buyer with replacement Goods or instructions for and/or acceptance the disposition of the nonconforming Goods within five (5) working days. All expenses to Buyer in returning or holding nonconforming Goods, Tools or Services shall including but not relieve Seller from any of its obligations and/or warranties under the Purchase Order. Any liabilitieslimited to, damagesstorage, transportation, handling and associated costs and expenses imposed upon Buyer resulting from the actsprocessing costs, omissions or negligence of Seller shall be borne solely by Seller. In all other casesPayment for nonconforming Goods shall not constitute acceptance of them, or in any way limit or impair Buyer’s right to assert any legal or equitable remedy or relieve Seller’s responsibility. Seller will not replace the responsibility for such costs rejected Goods without a new Order or expenses shall be reasonably negotiated in good faith on a per occurrence basiswritten demand from Buyer.

INSPECTION AND REJECTION. Buyer has 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 right to inspect 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 Goods and/or Tools, both prior to and after making payment for the Goods and/or Toolsface thereof. Seller agrees that Buyer may choose not will provide and maintain inspection and process control systems acceptable to perform incoming inspections Purchaser for production of the Goods and/or Tools, without prejudice to any rights or remedies goods covered hereby. Records of all inspection work by Seller shall be kept complete and 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 Purchaser during the performance of Buyer's this Purchase Order at Seller's facilities at all 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 for such longer period as may be posted on Buyerspecified. When goods are made to Purchaser’s website from time instructions, specifications or other requirements. Purchaser may inspect such goods at Seller’s plant and any other place of manufacture during production without waiving its right subsequently to timereject or revoke acceptance of such goods for undiscovered or latent defects. Final inspection shall be 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 for defects subsequently discovered. In the case of defective Goods, Tools or Services, Buyer shall have the rightSeller, 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, andshall furnish, in any or cause to be furnished, facilities and assistance reasonably necessary to ensure the safety and convenience of each such case, (iv) terminate Buyer's Purchase Order (in whole inspection. Failure to inspect and accept or in part). Any such remedies shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services shall be refunded by Seller, except to the extent 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 reject goods shall not relieve Seller from any of its obligations and/or warranties under responsibilities hereunder. If 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. Any liabilitiesPurchaser may also elect to inspect and sort goods if Seller fails to timely inspect, damagesremove 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 dispute a notice of nonconformity within 30 days after receipt thereof, associated costs such notice will be deemed accepted by Seller, and expenses imposed upon Buyer resulting Purchaser may deduct the appropriate amount from Seller’s invoices. The rights granted to Purchaser in this paragraph are in addition to any other rights Purchaser may have. CHANGES: Purchaser may at any time prior to the actsdate on which an order is filled, omissions or negligence in writing, make changes within the general scope of Seller this Purchase Order. Changes in this Purchase Order shall be borne solely confirmed in writing. No changes may be made in the order or pricing unless accepted by Seller. In all other cases, the responsibility for such costs or expenses shall be reasonably negotiated Purchaser in good faith on a per occurrence basiswriting.

INSPECTION AND REJECTION. Buyer has the right to inspect the shall not be responsible for Goods and/or Toolsfurnished without an Order from its Purchasing Department, both prior to and after making payment for the Goods and/or Tools. Seller agrees that in such case Buyer may choose not to perform incoming inspections of the Goods and/or Toolsaccept or reject, 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 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 be posted on Buyer’s website from time to time. Final inspection shall be 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 for defects subsequently discovered. In the case of defective Goods, Tools or Services, Buyer shall 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 any such case, (iv) terminate Buyer's Purchase Order (in whole or in part, any shipment of Goods for which an Order was not issued. All Goods received are subject to (a) inspection by Buyer at any time, and (b) rejection by Buyer if all or any part of the Goods are defective or do not conform to Seller’s warranties or Buyer’s specifications, drawings and samples (“Defective Goods”). Any 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 remedies shall not limit or affect Buyer’s visits with Seller's suppliers and subcontractors as Buyer deems necessary. If Buyer receives Defective Goods, Buyer may, at its option and without waiving any other rights it might have for Seller’s breach, invoke any or remedies available hereunder or at law. Any payment made by Buyer for defective all of the following non-exclusive remedies: (i) have Seller send conforming replacement Goods and retrieve the Defective Goods, Tools or Services shall be refunded by Seller, except to the extent that Seller promptly replaces or corrects the same all at Seller’s expense; (ii) cancel the Order and return the Defective Goods for a full refund, 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 repair from the price. Buyer’s payment for and/or If Xxxxx has received Defective Goods, Buyer may choose to reject the entire shipment or accept part of such shipment and reject the balance. Payment of any invoice by Buyer shall not by itself constitute 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 basisGoods specified therein.

INSPECTION AND REJECTION. Buyer has All Goods furnished hereunder shall conform to Buyer’s specifications. Only new and authentic materials are to be used in the right Goods. No counterfeit parts are to inspect be contained within the Goods and/or Toolsand parts shall be purchased directly from the original component manufacturer, both prior 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 after making payment for the Goods and/or Toolstest by Buyer at place of manufacture, at delivery destination, or any other location designated by Buyer. 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 enter Seller’s facility at reasonable times to inspect the facility, Goods, materials, procedures processes, and workmanship used in any property of Buyer covered by the performance of Buyer's Purchase Order at Seller's facilities at all reasonable times, including Seller's testing, inspection, quality control and reliability procedures and dataOrder. 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 be posted on Buyer’s website from time to time. Final inspection shall be at Buyer's destination by representatives of Buyer, and no such inspection or approval, nor any payment for the Goods, Tools and/or Serviceswhether during manufacture or prior to delivery or within a reasonable time after delivery, shall prevent rejection 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 defects subsequently discoverednon-conforming Goods. In If any of the case Goods are found to be defective in material, quantity, or workmanship (including Goods damaged because of defective Goodsunsatisfactory packaging by Seller), Tools or Servicesotherwise not in strict conformity with the requirements of the Order, including drawings and specifications and approved samples, Buyer shall have the right, at its discretion, right to (i) require claims adjustment and/or replacement by Seller without cost to Buyer, (ii) correct the defects reject and return such Goods at Seller's cost, and/or expense and to receive full credit or refund (iiiat Buyer’s option) return the defective items to Seller at Seller's risk and expense, and, in for any such case, rejected Goods within a reasonable time (iv) terminate Buyer's Purchase Order (in whole or in part). Any such remedies shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services which return shall be refunded by Seller, except to the extent that Seller promptly replaces or corrects the same at Seller’s expense). Buyer’s payment Seller agrees to provide Buyer with replacement Goods or instructions for and/or acceptance the disposition of the nonconforming Goods within five (5) working days. All expenses to Buyer in returning or holding nonconforming Goods, Tools or Services shall including but not relieve Seller from any of its obligations and/or warranties under the Purchase Order. Any liabilitieslimited to, damagesstorage, transportation, handling and associated costs and expenses imposed upon Buyer resulting from the actsprocessing costs, omissions or negligence of Seller shall be borne solely by Seller. In all other casesPayment for nonconforming Goods shall not constitute acceptance of them, or in any way limit or impair Buyer’s right to assert any legal or equitable remedy or relieve Seller’s responsibility. Seller will not replace the responsibility for such costs rejected Goods without a new Order or expenses shall be reasonably negotiated in good faith on a per occurrence basiswritten demand from Buyer.

INSPECTION AND REJECTION. Should Customer return to Buyer has the right any Products within five (5) day of delivery to Customer, Buyer shall visually inspect the Goods and/or Toolspackaging of all Products delivered hereunder promptly upon receipt, both prior and subject to Buyer’s assumption of risk of loss and damage during shipment under Section 2 may reject any Products that are visibly damaged by written notice to Seller. If Xxxxx does not reject a shipment of Products within five (5) days of receipt, such shipment shall be deemed to have been accepted and the sale deemed final. Rejected Products should be returned freight prepaid to Seller within ten (10) days of rejection but only after making payment for the Goods and/or Tools. receipt from Seller agrees that of a Return Materials Authorization (“RMA”), which Buyer may choose not to perform incoming inspections obtain from Seller by mail, e-mail, or telefax upon proper explanation of the Goods and/or Toolsrejection. As promptly as practicable upon verification of any claim of damage, without prejudice but not later than sixty (60) days after receipt by Seller of properly rejected Products, Seller shall, at its option and expense, either repair or replace such Products. The Party shipping Products pursuant to this Section 7 shall bear the entire risk of loss for Products during shipment. Any insurance proceeds payable in respect to any rights or remedies available loss for such Products to Buyer hereunder or at law, and Seller waives the extent of any rights loss incurred during shipment shall be paid to require Buyer the Party bearing the risk of loss for such Products to conduct such inspections. In addition, Buyer's representatives and or Buyer’s customer shall have the right to inspect extent of the materials, procedures and workmanship used in the performance of Buyer's Purchase Order at Seller's facilities at all reasonable times, including Seller's testing, inspection, quality control and reliability procedures and dataloss incurred. Seller shall comply prepay transportation charges back to Buyer and shall reimburse Buyer for any costs of transportation incurred by Buyer in connection with Buyer’s most recently adopted Supplier Requirements or other specific quality control specifications, inspection standards and quality assurance manuals supplied the return to Seller directly, or as may be posted on Buyer’s website from time to time. Final inspection shall be 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 for defects subsequently discoveredproperly rejected Products. In the case of defective Goods, Tools improperly rejected or Servicesreturned Products, Buyer shall have the rightpay transportation charges in both directions. Except as provided in this Section 7, 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 any such case, (iv) terminate Buyer's Purchase Order (in whole or in part)all Products delivered under this Agreement are non-returnable. Any such remedies shall not limit or affect The foregoing provisions of this Section 7 state Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services shall be refunded by Seller, except to the extent that Seller promptly replaces or corrects the same at sole remedy and 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 sole obligation with respect to such costs or expenses shall be reasonably negotiated in good faith on a per occurrence basisdamaged Products.

INSPECTION AND REJECTION. Buyer has the right Notwithstanding payment, passage of title, or prior inspection or test, all goods are subject to inspect the Goods and/or Tools, both prior to final inspection and after making payment for the Goods and/or Toolsacceptance or rejection by Xxxxx at Buyer’s facility and goods shall not be deemed accepted until actually so inspected. Seller agrees that Buyer may choose not to perform incoming inspections inspect all ora sample of the Goods and/or Tools, without prejudice to any rights or remedies available to Buyer hereunder or all goods at lawBuyer’s option, and Seller waives any rights to require Buyer to conduct such inspections. In addition, Buyer's representatives and or Buyer’s customer Xxxxx shall have the right to reject all or anyportion of the goods if any such inspection reveals them to be, in Xxxxx’s sole opinion, defective or nonconforming. Seller shall reimburse Buyer for any losses or damages incurred including, but not 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 final payment by Buyer or for such longer period as may be specified elsewhere in these terms of 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 materials, procedures goods and workmanship used 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's Purchase Order . All rejected materials will be held or returned at Seller's facilities at all reasonable times, including Seller's testing, inspection, quality control ’s risk and reliability procedures and dataexpense. Seller shall comply with Without limiting Buyer’s most recently adopted Supplier Requirements other remedies, all goods and services found nonconforming or other specific quality control specificationsdefective as to material, inspection standards and quality assurance manuals supplied to Seller directlyworkmanship, manufacture, or as may otherwise will immediately be posted on Buyer’s website from time to time. Final inspection shall be at Buyer's destination by representatives of Buyerrepaired, and no such inspection corrected or approval, nor any payment for the Goods, Tools and/or Services, shall prevent rejection for defects subsequently discovered. In the case of defective Goods, Tools or Services, Buyer shall have the right, at its discretion, to (i) require claims adjustment and/or replacement replaced by Seller without cost expense to Buyer or, at the option of Buyer. Seller will refund the price of all such nonconforming or defective goods and services, (ii) correct the defects 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 cost, and/or (iii) return the defective items to Seller at Seller's risk and ’s expense, and, in any such case, (iv) terminate Buyer's Purchase or the Order (may be terminated in whole or in part)part of Seller’s defect. Any If Buyer, in its sole discretion elects, Buyer may repair defective material delivered by Seller if Buyer’s delivery schedule requires such remedies action and charge the cost thereof to Seller. Seller shall also be responsible for all cost relating to 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 report of Buyer and/or any government authority in respect to such defective items. Rejected items shall not limit or affect Buyer’s other rights or remedies available hereunder or at law. Any payment made by Buyer be resubmitted for defective Goods, Tools or Services shall be refunded by Seller, except to the extent 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 without a per occurrence basisconcurrent notice ofthe prior rejection.

INSPECTION AND REJECTION. Buyer has the right Products shall be subject to inspect the Goods and/or Toolsfinal inspection and acceptance by BUYER at destination, both notwithstanding any payment or prior to inspection. All Products from all lots received by BUYER shall either be new 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 unused Products or remedies available to Buyer hereunder or at law, and Seller waives any rights to require Buyer to conduct such inspections. In addition, BuyerProducts authorized by 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 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 be posted on Buyer’s website from time to timereject tag disposition. Final inspection of a Product will be made within a reasonable time after receipt of such Product. BUYER may reject any or all of the Products which do not strictly conform to the requirements of the applicable Order. BUYER may reject an entire lot of Product based on discrepancies detected in a sample quantity selected from the lot. BUYER shall be at Buyer's destination by representatives notice, rejection tag or other communication notify SELLER of Buyer, and no such inspection or approval, nor any payment for the Goods, Tools and/or Services, shall prevent rejection for defects subsequently discoveredrejection. In the case of defective Goods, Tools or Services, Buyer shall 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 SellerAt SELLER's risk and expense, andall 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: (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. 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 copy of 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) calendar days. All costs and expenses, loss of value and any such case, (iv) terminate Buyer's Purchase Order (in whole other damages incurred as a result of or in part)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 applicable Order or otherwise. Any such remedies shall not limit or affect Buyer’s other BUYER may revoke its acceptance of any Products and have the same rights or remedies available hereunder or at law. Any payment made by Buyer for defective Goods, Tools or Services shall be refunded by Seller, except with regard to the extent 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 basisProducts involved as if it had originally rejected them.