Common use of CUSTOMER ACCEPTANCE Clause in Contracts

CUSTOMER ACCEPTANCE. In the [*] calendar quarter of [*], IM shall provide Customer with written notice that it the Dry [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Workflow that Customer is purchasing hereunder is available for acceptance testing. IM shall demonstrate to Customer that the Dry Workflow satisfies the acceptance criteria set forth in Exhibit C (“Acceptance Criteria”), and allow Customer to conduct tests to ensure compliance with said Acceptance Criteria. The Acceptance Criteria attached hereto as Exhibit C is preliminary and shall be updated by mutual agreement of the parties prior to [*]. This demonstration and testing shall take place at IM’s facilities (Customer agrees to attend at its own expense) and shall commence no later than ten (10) business days following said written notice. Upon completion of said demonstration and testing, Customer will either (i) confirm in writing that acceptance of the Dry Workflow has occurred, and Customer shall make the payment associated therewith as set forth in the Quote (“Customer Acceptance”), or (ii) identify with reasonable detail any deficiencies, in which case IM will promptly remedy the same and the foregoing demonstration and testing will be repeated. If IM is unable to remedy the deficiency, Customer may terminate its Purchase Order and this Agreement in accordance with the provisions of Section 11.2 hereof. If Customer does not attend, Customer Acceptance shall be deemed completed upon written notice from IM that the Dry Workflow met the Acceptance Criteria. Title and risk of loss pass to Customer upon Customer Acceptance.