Test Notice Clause Samples
A Test Notice clause defines the process by which one party must notify the other before conducting tests, inspections, or evaluations related to the contract. Typically, it requires advance written notice specifying the time, location, and nature of the test, allowing the other party to attend or prepare as needed. This clause ensures transparency and coordination between parties, minimizing disputes and misunderstandings about testing procedures or results.
Test Notice. Distributor hereby acknowledges the dynamics of change inherent in tests and agrees that lead-times provided to Distributor for Test Products may be short in some circumstances. UFPC shall use its commercially reasonable efforts to give Distributor as much lead time or notice as reasonably practical of the start of a test (each a “Test Notice”). In the event Distributor incurs extraordinary freight expenses due to expedited shipments of Test Products not due to the action or inaction of Distributor, UFPC will review and evaluate such extraordinary freight expenses on a case by case basis and use its commercially reasonable efforts to work with the parties involved in an effort to find an equitable allocation of such extraordinary freight expenses. A Test Notice shall include the start date of the test, the length of time the test will run; the Test Products that will be required in connection with such test, the estimated volume of Test Products required during the test, when available, UFPC may provide the estimated volume of Test Products by distribution center and in some cases UFPC may provide the initial recommended inventory levels of the applicable Test Products. Distributor shall work with UFPC after a receipt of a Test Notice to ensure: (i) adequate supply of Test Products by the start date and throughout the test; and (ii) appropriate inventory levels of Test Products are in Distributor’s distribution centers at the UFPC requested times. UFPC understands Distributor’s desire that the sale of Test Products by Distributor to Operators be final and as such, UFPC will not tell or otherwise request that Operators return Test Products to Distributor unless the Test Product is defective or otherwise non-conforming or Distributor shipped more Test Products than the applicable Operator ordered.
Test Notice. (a) Prior to performing any Test, Contractor shall deliver to FPL a written notice thereof (a “Test Notice”) specifying a date for commencement of any or all of the Tests. Contractor shall coordinate with FPL the scheduling of any Test and FPL shall coordinate such Test with the dispatch schedule for the Plant, so as not to interfere with FPL’s or its Affiliates’ obligations with respect thereto. Contractor shall deliver a Test Notice at least ten (10) Business Days prior to the commencement of any Test. FPL shall, within five (5) Business Days after its receipt of such Test Notice, deliver to Contractor a written notice:
(i) Accepting such Test Notice; or
(ii) Denying that the prerequisites for performing such Test have been completed and stating the facts upon which such reasonable denial is based.
(b) Upon receipt of notice denying that the prerequisites for performing such Test have been completed, Contractor shall take such action as is appropriate to remedy the conditions described in such notice from FPL. Following any such remedial action, Contractor shall deliver to FPL a new Test Notice conforming to the requirements of this Section 10.1.2, and the provisions of this Section 10.1.2, shall apply with respect to such new Test Notice in the same manner as they applied with respect to the original Test Notice.
(c) The foregoing procedure shall be repeated as often as necessary until FPL no longer rejects the Test Notice; provided, however, if Contractor is required to notify following receipt of FPL’s written notice in which FPL denies that the prerequisites for performing a task have been completed, such renotification may be given within five (5) Business Days of such notice by FPL, and FPL shall have three (3) Business Days following the receipt of such resubmitted notice to file written objections as described above. Contractor shall reschedule Tests as requested by FPL to reasonably accommodate the schedules of Persons whom FPL deems necessary to attend the Tests. Contractor shall promptly notify FPL of any proposed change in the schedule of Tests and may not conduct any such test under such proposed changed schedule unless FPL receives reasonable advance notice of the actual date of commencement of such rescheduled test. FPL shall be responsible for notifying the Utility, the Financing Parties and the Independent Engineer for witnessing Tests. Contractor shall reimburse FPL for all additional direct costs reasonably and necessarily incurred by ...