Common use of Test Notice Clause in Contracts

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.