Common use of ACCEPTANCE AND REJECTION Clause in Contracts

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City”. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except Subject to Conditions 13.1.1 and 13.1.2, the Goods shall be delivered DDP to the AHDB Stores and the Services performed at the place specified in the Contract. Delivery shall take place at the entrance to the relevant building or such other building as may be specified and not roadside unless otherwise agreed in writing prior to delivery. Supplies of Goods by letter post may be addressed to the Principal Office. A different place of delivery or performance may be agreed: in Writing prior to delivery of the Goods or the performance of the Services; or orally prior to such delivery or performance and where appropriate subsequently confirmed in Writing. The Supplier shall unload the Goods at its own risk as directed by AHDB. Unless otherwise stipulated by AHDB, deliveries shall only be accepted by AHDB in Business Hours. The date for delivery shall be specified, or if no such date is specified then unless otherwise agreed delivery shall take place within 28 days of the order. The Goods shall remain at the risk of the Supplier until delivery in accordance with the Contract to AHDB is complete (including unloading and stacking) when ownership of the Goods shall pass to AHDB. In respect of Goods, the Supplier shall invoice AHDB upon, but separately from, despatch of the Goods to AHDB. In respect of Services, the Supplier shall invoice AHDB monthly in arrears (or at such other frequency as may be agreed between the Parties). The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows, among other things, the Purchase Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. Time shall be of the essence of the Contract in relation to the Supplier’s obligation to supply the Goods and Services unless otherwise specifically agreed in Writing. If the Goods are not delivered on the due date, the Services are not provided in this Section 2.26accordance with the agreed timetable or if the Goods or Services (in the reasonable opinion of AHDB) do not comply with the Purchase Order, Contractor the Specification or any other standards stipulated by AHDB then, without prejudice to any other rights which it may have, subject to Condition 14.12 AHDB reserves the right to terminate the Contract. All Goods shall not submit an invoice be packaged by the Supplier so as to ensure that they will be in good condition upon arrival at their destination. If the Supplier requires AHDB to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to AHDB and any such packaging material shall only be returned to the Supplier at the cost of the Supplier. Where AHDB agrees in Writing to accept delivery of Goods or request for payment (each, Services by instalments the Contract shall be construed as a “Request for Payment”) single contract in respect of each instalment. Nevertheless failure by the Supplier to properly deliver any one instalment shall entitle AHDB at its option to treat the whole Contract as repudiated. If the Goods are delivered to AHDB in excess of the quantities ordered AHDB shall be entitled to reject the excess Goods and Contractor shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be available for collection at the Supplier's expense within 3 months. Thereafter AHDB may dispose of such excess Goods at the Supplier's expense. AHDB shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery. AHDB shall also have the right to reject the Goods as though they had not been accepted for 14 days after any Latent Defect in the Goods has become apparent. The Supplier agrees that AHDB or AHDB’s representative shall be entitled to payment and monitor the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery performance of the services or Deliverables specified in Exhibit “B” Contract at any reasonable time and, save where AHDB has good reason not to give any notice, on reasonable notice and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice to inspect and take copies of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure relevant records of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the CitySupplier. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment The Supplier shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if anypromptly, and in a Task Order issued by any case within one week of its becoming aware of any circumstances likely to adversely affect the City. 2.26.4 If supply of the Director rejects any services Goods and Services or Deliverablesthe time in which this will be completed, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform bring these matters to the Directorattention of AHDB’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables Primary Contact in Writing and the Primary Contacts shall reasonably agree any consequential action that shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementtaken. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and 3.19.1. Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts Chief Procurement Officer has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26.A. 2.26.2 3.19.2. Contractor shall provide written notice to the Director Chief Procurement Officer upon completion or and/or delivery of the services or Services and other Deliverables specified in Exhibit “B” and in a Task Order issued by the Cityas set forth in 3.19.3. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director Chief Procurement Officer may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City.A. 2.26.4 3.19.4. If the Director Chief Procurement Officer rejects any services Services or other Deliverables, in whole or part, Contractor shall have fifteen (15) 10 Business Days after the Director Chief Procurement Officer sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director Chief Procurement Officer upon completion of any such correction(s) or replacement(s) after the receipt of which the Director Chief Procurement Officer shall continue to either accept Accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Chief Procurement Officer Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementother Deliverables. 2.26.5 3.19.5. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director Chief Procurement Officer does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by Contractor, the Director Chief Procurement Officer may, in his sole discretion, issue a written final rejection notice to Contractor for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Contractor at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Contractor shall immediately refund any and all amounts paid by City under this Agreement, and this Agreement shall immediately terminate. 2.26.6 3.19.6. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided (a) Purchaser may reject any Supply Deliverable delivered under this Agreement that does not comply with the warranties set forth in this Section 2.26, Contractor shall not submit an invoice or request for payment 6.2 (each, a “Request for PaymentDefective Product”) by giving written notice of such Defective Products to Supplier within ninety (90) days after receipt thereof. If Purchaser fails to so notify Supplier of any Defective Product within such ninety (90) day period, Purchaser will be deemed to have accepted the Product, subject to Section 3.3(b) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26without otherwise limiting Purchaser’s remedies at law or equity. 2.26.2 Contractor (b) If, after ninety (90) days after Purchaser’s receipt of the Supply Deliverables, Purchaser discovers that an accepted Supply Deliverable is a Defective Product and that the nature of such defect was not visible or easily discoverable upon reasonable physical inspection of such product within the time period set forth in Section 3.3(a), there shall provide be an additional period of thirty (30) days in which Purchaser may revoke its acceptance of such Defective Product by providing written notice to Supplier of such revocation. If Purchaser fails to so notify Supplier of any Defective Product within such thirty (30) day period, Purchaser will be deemed to have irrevocably accepted the Director upon completion Product, without limiting Purchaser’s remedies (i) under Section 4.5 or delivery Article 7 or (ii) otherwise available for Supplier’s breach of the services or Deliverables specified warranty set forth in Exhibit “B” and Section 6.2. (c) In notifying Supplier of Defective Product, Purchaser shall identify in a Task Order issued by reasonable detail the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure nature of the Director defect and Purchaser’s determination as to the cause of the defect. Supplier shall have a reasonable opportunity, not to exceed forty-five (45) days from receipt of notification, to review any materials provided by Purchaser to substantiate the existence of a Defective Product and to inspect its own stocks (if any) of Supply Deliverables. Supplier shall thereafter provide Purchaser with detailed written notice instructions to return or dispose of acceptance or rejection such Defective Product, subject to Section 3.4 of any services or Deliverables on or before the 20th Business Day from his this Agreement. If Supplier requests that Purchaser return allegedly Defective Product, Supplier shall immediately provide a Returned Material Authorization (“RMA”) number to Purchaser. Within thirty (30) business days of its receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval RMA number, Purchaser shall return to Supplier the allegedly Defective Product, freight prepaid, in a shipping carton with the RMA number displayed on the outside of the services or Deliverables by carton. Supplier reserves the Director or right to refuse to accept any allegedly Defective Products that do not bear an RMA number on the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance outside of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection noticecarton. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City Purchaser shall have no obligation to pay for any amount whatsoever related Supply Deliverable that is subject to those services a claim of non-compliance or Deliverables that are defect made pursuant to this Section. Subject to Section 3.4, Supplier shall, at the subject option of the final rejection notice. The Director mayPurchaser, either: (1) within eight (8) weeks, and at any time after a final rejection notification has been issuedSupplier’s own expense, declare a default replace such defective or nonconforming Supply Deliverable, or (2) credit Purchaser with the transfer price paid by Purchaser in connection with such Supply Deliverable and elect to terminate this Agreement, reimburse Purchaser for its costs incurred in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights connection with the shipment and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 return of the Texas Business Defective Product, or (3) refund any sums paid to Supplier attributable to the defective or nonconforming Supply Deliverable, and Commerce Codereimburse Purchaser for its costs incurred in connection with the shipment and return of the Defective Product. Purchaser shall not have the right to return any quantity of Supply Deliverables except for Defective Products subject to and in accordance with this Section 3.3(c).

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor XTENT shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and inspect all shipments of BESA Items promptly upon receipt thereof. In the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection event of any services shortage, damage or Deliverables on discrepancy in or before the 20th Business Day from his receipt to a shipment of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or deliveryProducts, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s reviewXTENT shall, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have within fifteen (15) Business Days business days after delivery to XTENT (the “Rejection Period”), promptly report the same to BESA and furnish such written evidence or other documentation as BESA may deem appropriate. BESA shall not be liable for any such shortage, damage or discrepancy unless BESA has received notice and substantiating evidence thereof from XTENT within the Rejection Period unless it is determined that such shortage, damage or discrepancy occurred prior to the delivery of the shipment to the carrier. Any Product not properly rejected within the Rejection Period shall be deemed accepted. If any portion of a BESA Item is shipped by XTENT or at XTENT’s request to a third party or used by XTENT prior to expiration of the Rejection Period, in each case for purposes other than acceptance testing or qualification of such portion, then that portion shall be deemed accepted upon shipment or usage by XTENT. If the substantiating evidence delivered by XTENT shall demonstrate to BESA’s satisfaction that BESA is responsible for such shortage, damage or discrepancy, BESA shall promptly deliver additional or substitute BESA Items to XTENT in accordance with the delivery procedures set forth herein, but in no event shall BESA or its Affiliates be liable for any additional costs, expenses or damages incurred by XTENT, directly or indirectly, as a result of such shortage, damage or discrepancy in or to a shipment. As soon as practicable after the Director sends execution of this Restated Agreement, the Parties shall agree upon the acceptance criteria and acceptance test protocols to be used for the BESA Items, which shall be set forth in a separate written document executed by both Parties. The acceptance criteria and test protocols applicable to each purchase order shall be the same as those of the previous purchase order unless changes are mutually agreed-upon in writing in advance of such purchase order. If acceptance testing by XTENT according to the agreed-upon protocol indicates that any shipment fails to meet the agreed-upon acceptance criteria, and XTENT delivers the results of such testing to BESA within the Rejection Period, it shall be presumed that such shipment has been properly rejected and the burden to prove otherwise shall shift to BESA. Within fifteen (15) business days of receiving XTENT’s rejection, BESA shall communicate any disagreement with such rejection to XTENT in writing and its reasons therefor, or the shipment shall be deemed rejected. XTENT may respond with additional information to BESA within a reasonable time thereafter, even if the Rejection Period has passed. If after good faith efforts the Parties are unable to resolve any disagreement regarding the rejection of a shipment within sixty (60) days of rejection, the rejected product shall be submitted for analysis to an independent laboratory mutually agreed to by the parties. The costs of such analysis shall be borne by the Party against whom the discrepancy is resolved.. Fulfilment of any purchase orders issued by XTENT shall not be delayed due to a disagreement or testing in connection with any other shipment, unless independent third party testing indicates that XTENT’s handling, storage, testing methods or acceptance criteria do not conform with the agreed-upon specifications, in which case shipments shall resume promptly upon XTENT’s written notification of rejection to correct or otherwise replace such services or Deliverables as necessary BESA that it has revised its testing methods and/or acceptance criteria to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementspecifications. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor Aclaris shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide give written notice to the Director upon completion or delivery PeroxyChem of any claims that any portion of a shipment of the services API manufactured by PeroxyChem does not comply with the requirements of Section 7.2 hereof. In the event that Aclaris shall fail to notify PeroxyChem of any such claim within (30) Business Days after Aclaris’ receipt of such shipment at the location designated by Aclaris, such shipment shall be deemed accepted by Aclaris; provided, however, that notwithstanding the foregoing, other than with respect to defects or Deliverables specified other non-compliance plainly observable from a visual inspection, any acceptance or deemed acceptance shall not adversely affect or otherwise diminish Aclaris’ rights under the terms of this Section 4.3 to receive shipments of the API in Exhibit “B” compliance with the requirements of Section 7.2 hereof. Any notice by Aclaris pursuant to this Section 4.3 that any portion of a shipment of the API does not comply with the terms and provisions hereof shall be accompanied by a true and correct copy of the results of any tests conducted by Aclaris thereon. The Parties shall cooperate in good faith to resolve any disputes arising therefrom and, in the event that the Parties shall be unable to resolve such dispute within forty-five (45) calendar days from the date of Aclaris’ notice pursuant to this Section 4.3, the Parties shall submit such dispute to a Task Order issued mutually agreed-to independent laboratory. The determination by such laboratory shall be final and binding and the costs therefor shall be borne by the Citynon-prevailing Party. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice Aclaris shall not dispose of completion or delivery, the Director shall provide written notice any API claimed by it not to Contractor stating whether the Director has accepted or rejected the services or Deliverables along comply with the reason(sterms and provisions hereof until resolution of any dispute with respect thereto. Aclaris shall return or dispose of any non-conforming API pursuant to the written instructions of PeroxyChem. PeroxyChem shall promptly (at Aclaris’ sole discretion): (i) for replace any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery API that does not constitute acceptance or approval of comply with the services or Deliverables terms and provisions thereof, at its sole cost and expense, by the Director or the City. If the Director fails delivery thereof to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or deliveryAclaris, Contractor may submit a Request for Payment (ii) refund Aclaris for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services Purchase Price paid in respect thereof or Deliverables and such Request (iii) reimburse Aclaris for Payment shall be subject an amount equal to the Director’s review, verification, factor obtained by multiplying (A) the amount of replacement API procured by Aclaris from a Third Party(ies) as a result of receiving non-conforming API and approval or dispute processes specified in (B) the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”difference, if any, between the per unit amount paid by Aclaris to such Third Party(ies) to procure such replacement API during such period and in a Task Order issued the Purchase Price. For the avoidance of doubt, the Parties agree that the per unit amount paid by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen Aclaris to such Third Party (15ies) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementan arm’s length, fair market value price. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall Buyer may reject any Product that does not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice conform to the Director upon completion Specifications or delivery of to the services or Deliverables specified in Exhibit “B” and in Product Warranties. To reject a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s Product, Buyer must give written notice of completion or deliveryrejection to Supplier within sixty (60) days after receipt of such Product or, in the Director case of a Latent Defect, within sixty (60) days after Buyer becomes aware of such Latent Defect, which notice shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) specify Buyer’s reason for any rejection. Failure of the Director to provide written If no such notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his is received within sixty (60) days after receipt of the ContractorProduct or, in the case of a Latent Defect, within sixty (60) days after Buyer becomes aware of such Latent Defect, Buyer shall be deemed to have accepted such shipment of Products, provided that, notwithstanding any acceptance or deemed acceptance of Products, the Product Warranties shall continue to cover the Supplier Product. Any Product rejected by Buyer will be returned to Supplier at Supplier’s written request and expense within sixty (60) days after receipt of such Product or, in the case of a Latent Defect, within sixty (60) days after Buyer becomes aware of such Latent Defect. Whether or not Supplier accepts Buyer’s basis for rejection, Supplier will supply replacement Product within thirty (30) days of notice of completion rejection at no additional cost. Within thirty (30) days after receiving any notice of rejection from Buyer, Supplier will respond stating whether (a) it accepts the rejection or delivery does not constitute acceptance (b) it disputes the rejection, in which case the parties will refer such dispute to a mutually acceptable independent third party with the appropriate expertise to assess the conformity or approval non-conformity of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject rejected Product to the Director’s review, verification, Product Warranties. Such independent third party shall examine or test the applicable Products and approval shall determine whether such Products conformed or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to did not conform to the DirectorProduct Warranties. The parties agree that such third party’s determination shall be final and binding upon the parties. The party against whom the independent third party rules shall bear the costs of testing by such independent third party, and if such third party determines that Buyer’s rejection notice. Contractor’s corrections or replacements of the Products was incorrect, Buyer will purchase and pay for both the initially rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables Products and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreementreplacement Products. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except All Items or Services are subject to final inspection and acceptance at destination, regardless of the place of delivery or any payment or prior inspection at source. Final inspection will be made at a reasonable time after receipt of the Items or Services. Final inspection shall be conclusive except as regards latent defects, fraud, and such gross mistakes as amount to fraud. Seller shall furnish to Buyer, if requested, all information and data as may be reasonable by Buyer in order to perform inspection and acceptance. Final inspection does not relieve Seller of its obligation under any warranties herein or as may be provided by law. Buyer shall notify Seller if any Items or Services delivered are rejected. Rejected Items shall, at ▇▇▇▇▇’s election and ▇▇▇▇▇▇’s risk and expense, be held by ▇▇▇▇▇ or returned to Seller. No replacement of defective Items shall be made by Seller unless agreed to in writing by ▇▇▇▇▇. If any Services performed hereunder are not in conformity with the requirements of this Order, Buyer shall have the right to require the Seller to perform the Services again in conformity with the requirements of the Order, at no additional increase in total Order price. INVOICES AND PAYMENT: Invoices shall be submitted by Seller to Buyer in accordance with the terms of this Order and any other written instructions provided by Buyer to Seller. Payment for all undisputed amounts will be made no later than thirty (30) days from the date of receipt and acceptance of Items or Services, unless otherwise agreed by the parties and stated on the face of the Order (including, but not limited to, by incorporation of Seller’s quote by reference). Unless otherwise provided in this Section 2.26Order, Contractor no invoices shall not be issued nor payments made prior to delivery and acceptance. Individual invoices must be issued for each shipment under this Order. Unless freight and other charges are itemized, any discount will be taken on the full amount of the invoice. All payments are subject to adjustment for shortages or rejection. Seller shall submit an its final invoice or request for payment promptly upon completion of the Order, but in no event later than sixty (each, a “Request for Payment”60) and Contractor shall not be entitled to payment and days following completion of the City specifications as stated herein. Buyer shall have no duty responsibility or liability for payment to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director Seller if Seller fails to provide a written notice of acceptance or rejection by submit its final invoice within the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementsixty (60) day period. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except All Items or Services are subject to final inspection and acceptance at destination, regardless of the place of delivery or any payment or prior inspection at source. Final inspection will be made at a reasonable time after receipt of the Items or Services. Final inspection shall be conclusive except as regards latent defects, fraud, and such gross mistakes as amount to fraud. Seller shall furnish to Buyer, if requested, all information and data as may be reasonable by Buyer in order to perform inspection and acceptance. Final inspection does not relieve Seller of its obligation under any warranties herein or as may be provided by law. Buyer shall notify Seller if any delivered Items or Services are rejected. Rejected Items shall, at ▇▇▇▇▇’s election and ▇▇▇▇▇▇’s risk and expense, be held by ▇▇▇▇▇ or returned to Seller. No replacement of defective Items shall be made by Seller unless agreed to in writing by ▇▇▇▇▇. If any Services performed hereunder are not in conformity with the requirements of this Order, Buyer shall have the right to require the Seller to perform the Services again in conformity with the requirements of the Order, at no additional increase in total Order price. INVOICES AND PAYMENT: Invoices shall be submitted by Seller to Buyer in accordance with the terms of this Order and any other written instructions provided by Buyer to Seller. Payment for all undisputed amounts will be made no later than thirty (30) days from the date of receipt and acceptance of Items or Services, unless otherwise agreed by the parties and stated on the face of the Order (including, but not limited to, by incorporation of Seller’s quote by reference). Unless otherwise provided in this Section 2.26Order, Contractor no invoices shall not be issued nor payments made prior to delivery and acceptance. Individual invoices must be issued for each shipment under this Order. Unless freight and other charges are itemized, any discount will be taken on the full amount of the invoice. All payments are subject to adjustment for shortages or rejection. Seller shall submit an its final invoice or request for payment promptly upon completion of the Order, but in no event later than sixty (each, a “Request for Payment”60) and Contractor shall not be entitled to payment and days following completion of the City specifications as stated herein. Buyer shall have no duty responsibility or liability for payment to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director Seller if Seller fails to provide a written notice of acceptance or rejection by submit its final invoice within the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementsixty (60) day period. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except Subject to Conditions 13.1.1. and 13.1.2., the Goods shall be delivered DDP to the AHDB Stores and the Services performed at the place specified in the Contract. Delivery shall take place at the entrance to the relevant building or such other building as may be specified and not roadside unless otherwise agreed in writing prior to delivery. Supplies of Goods by letter post may be addressed to the Principal Office. A different place of delivery or performance may be agreed: in Writing prior to delivery of the Goods or the performance of the Services; or orally prior to such delivery or performance and where appropriate subsequently confirmed in Writing. The Supplier shall unload the Goods at its own risk as directed by AHDB. Unless otherwise stipulated by AHDB, deliveries shall only be accepted by AHDB in Business Hours. The date for delivery shall be specified, or if no such date is specified then unless otherwise agreed delivery shall take place within 28 days of the order. The Goods shall remain at the risk of the Supplier until delivery in accordance with the Contract to AHDB is complete (including unloading and stacking) when ownership of the Goods shall pass to AHDB. In respect of Goods, the Supplier shall invoice AHDB upon, but separately from, despatch of the Goods to AHDB. In respect of Services, the Supplier shall invoice AHDB monthly in arrears (or at such other frequency as may be agreed between the Parties). The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows, among other things, the Purchase Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. Time shall be of the essence of the Contract in relation to the Supplier’s obligation to supply the Goods and Services unless otherwise specifically agreed in Writing. If the Goods are not delivered on the due date, the Services are not provided in this Section 2.26accordance with the agreed timetable or if the Goods or Services (in the reasonable opinion of AHDB) do not comply with the Purchase Order, Contractor the Specification or any other standards stipulated by AHDB then, without prejudice to any other rights which it may have, subject to Condition 14.12. AHDB reserves the right to terminate the Contract. All Goods shall not submit an invoice be packaged by the Supplier so as to ensure that they will be in good condition upon arrival at their destination. If the Supplier requires AHDB to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to AHDB and any such packaging material shall only be returned to the Supplier at the cost of the Supplier. Where AHDB agrees in Writing to accept delivery of Goods or request for payment (each, Services by instalments the Contract shall be construed as a “Request for Payment”) single contract in respect of each instalment. Nevertheless failure by the Supplier to properly deliver any one instalment shall entitle AHDB at its option to treat the whole Contract as repudiated. If the Goods are delivered to AHDB in excess of the quantities ordered AHDB shall be entitled to reject the excess Goods and Contractor shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be available for collection at the Supplier's expense within 3 months. Thereafter AHDB may dispose of such excess Goods at the Supplier's expense. AHDB shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery. AHDB shall also have the right to reject the Goods as though they had not been accepted for 14 days after any Latent Defect in the Goods has become apparent. The Supplier agrees that AHDB or AHDB’s representative shall be entitled to payment and monitor the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery performance of the services or Deliverables specified in Exhibit “B” Contract at any reasonable time and, save where AHDB has good reason not to give any notice, on reasonable notice and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice to inspect and take copies of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure relevant records of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the CitySupplier. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment The Supplier shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if anypromptly, and in a Task Order issued by any case within one week of its becoming aware of any circumstances likely to adversely affect the City. 2.26.4 If supply of the Director rejects any services Goods and Services or Deliverablesthe time in which this will be completed, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform bring these matters to the Directorattention of AHDB’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables Primary Contact in Writing and the Primary Contacts shall reasonably agree any consequential action that shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementtaken. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26(a) Cardiome shall inspect all shipments of Supplied Items promptly upon receipt and may reject any shipment of Supplied Items or portion thereof that fails to conform to the Product Warranty (“Defective Product”). In order to reject any shipment of Supplied Items or portion thereof, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled Cardiome must give written notice of rejection to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order SteadyMed within [redacted in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to 12.2(3) of National Instrument 51-102] after receipt of such Supplied Item at Cardiome’s or its designee’s address for delivery specified in the Director upon completion or delivery applicable purchase order (or, in the case of any Latent Defect, within [redacted in accordance with Section 12.2(3) of National Instrument 51-102] after discovery by Cardiome of the services or Deliverables specified Latent Defect, but [redacted in Exhibit “B” and in a Task Order issued by the Cityaccordance with Section 12.2(3) of National Instrument 51-102]). On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s Should Cardiome fail to give written notice of completion rejection to SteadyMed within [redacted in accordance with Section 12.2(3) of National Instrument 51-102] after such receipt or delivery[redacted in accordance with Section 12.2(3) of National Instrument 51-102] after discovery of a Latent Defect, as applicable, then the Director Supplied Item will be deemed to have been accepted by Cardiome on the [redacted in accordance with Section 12.2(3) of National Instrument 51-102] after such receipt or the [redacted in accordance with Section 12.2(3) of National Instrument 51-102] after discovery of the Latent Defect, as applicable. (b) Promptly after timely delivery to SteadyMed of any notice of rejection, Cardiome shall provide written notice to Contractor stating cooperate with SteadyMed in determining whether the Director has accepted such rejection is necessary or rejected the services or Deliverables along with the reason(s) justified. SteadyMed will evaluate process issues and other reasons for any non-conformity. SteadyMed shall notify Cardiome as promptly as reasonably possible whether it accepts Cardiome’s basis for any rejection. Failure Whether or not SteadyMed accepts Cardiome’s assertion that certain Supplied Item is Defective Product, SteadyMed shall use Commercially Reasonable Efforts to replace such allegedly Defective Product with Supplied Item that conforms to the Product Warranty as promptly as practicable. If SteadyMed disagrees with Cardiome’s assertion that certain Supplied Item is Defective Product, a sample of the Director rejected Supplied Item shall be submitted to provide written notice a mutually acceptable independent Third Party laboratory, which shall determine whether such Supplied Item is Defective Product. The Parties agree that such laboratory’s determination shall be final and binding upon the Parties. The Party against whom the Third Party laboratory rules shall bear the reasonable costs of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the Citysuch testing. If the Director fails to provide a written notice Third Party laboratory rules that the Supplied Item is not Defective Product, Cardiome shall purchase such Supplied Item at the agreed-upon price, irrespective of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreementwhether SteadyMed has already replaced it. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”) and Contractor shall not be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts has Accepted the services Services and other Deliverables specified as set forth in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 A. Contractor shall provide written notice to the Director upon completion or and/or delivery of the services or Services and other Deliverables specified as set forth in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the A. The Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Accept in writing such Services and other Deliverables on or before the 20th Business Day from his after the date of receipt of the Contractor’s written such notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If unless, prior to such 20th Business Day, the Director fails to provide a sends written notice of acceptance or rejection by to Contractor stating the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or reason(s) why any Services and other Deliverables have been rejected and such Request for Payment shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 not Accepted. Notwithstanding anything to the contrary in this Agreement Exhibit A or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance Acceptance of the services Services and other Deliverables set forth in Exhibit “B”, if any, and in a Task Order issued by the City. 2.26.4 A. If the Director rejects any services Services or other Deliverables, in whole or part, Contractor shall have fifteen (15) 10 Business Days after the Director sends written notification notice of rejection to correct or otherwise replace such services Services or other Deliverables as necessary to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided this Agreement, at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept Accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts Accepts in writing all previously rejected services Services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreement. 2.26.5 other Deliverables. Notwithstanding anything to the contrary in this Agreementherein or elsewhere, if the Director does not accept Accept any services Services or Deliverable other Deliverables after one or more attempted correction(s) or replacement(s) of such services Services or other Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services all Services and other Deliverables (whether or not previously Accepted), the City shall return all Equipment and Software to Contractor at no cost to the City, the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate under this Agreement, in whole or in part, as provided in Section 4.05 of Contractor shall immediately refund any and all amounts paid by City under this Agreement. 2.26.6 , and this Agreement shall immediately terminate. The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Commercial Code. DATA SECURITY [APPLICABLE IF CONTRACTOR HOSTS DATA] Contractor shall maintain and enforce data, safety, and physical security procedures with respect to its access and maintenance of the City’s Data that: (i) are at least equal to industry standards for such types of locations where Contractor hosts, maintains, manages, processes, and stores any of the City’s Data, and (ii) provides reasonably appropriate technical and organizational safeguards against accidental, unauthorized, or unlawful access, alteration, destruction, disclosure, loss, misuse, modification, or theft of the City’s Data and all other data owned by the City and accessible by Contractor under this Agreement. Contractor shall host, maintain, manage, process, and store all of the City’s Data only in the continental United States and in a physically and logically secure environment that protects it from accidental, unauthorized, or unlawful access, alteration, destruction, disclosure, loss, misuse, modification, or theft. Contractor shall maintain an adequate level of data, safety, and physical security controls to ensure compliance with the requirements of this Agreement and other applicable laws or regulations relating to data privacy, security, and/or protection. Contractor shall implement and maintain disaster recovery and avoidance procedures to ensure that the Services under this Agreement are not interrupted during any disaster and that the City’s Data is not lost or destroyed during any disaster. Contractor shall provide the City with a copy of its current disaster recovery and business continuity plan(s) and all updates thereto during the Term of this Agreement. All requirements of this Agreement, including those relating to security, personnel due diligence and training, backup, and testing shall apply to Contractor’s disaster recovery site. For any of the City’s Data that Contractor hosts, maintains, manages, processes, or stores, Contractor shall: (i) perform and execute nightly database or systems backups to a backup server; (ii) perform and execute incremental database transaction log file backups every 30 minutes to a backup server; (iii) perform and execute weekly backups of all hosted City’s Data and the default path to a backup server; (iv) replicate the City’s database(s) and default path(s) to an off-site or secondary location (i.e., other than the primary data center), and (v) save the last 14 nightly database backups on a secure transfer server (i.e., at any given time, the last 14 nightly database backups will be on the secure transfer server) from which City may and shall have the right to retrieve the database backups at any time. Contractor shall immediately notify the Director and City Attorney of any breach of security known to Contractor that may affect the City’s Data and cooperate with the Director and City Attorney to address the breach. Contractor shall obtain written agreements from its agents, employees, contractors, and subcontractors who provide services in connection with this Agreement which written agreements shall bind them to the terms of this Section 3.20, Data Security.

ACCEPTANCE AND REJECTION. 2.26.1 Except as otherwise provided in this Section 2.26, Contractor shall not submit an invoice or request for payment (each, a “Request for Payment”A) All goods to be delivered and Contractor shall not services to be entitled to payment and the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery of the services or Deliverables specified in Exhibit “B” and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the City. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment performed hereunder shall be subject to inspection, surveillance and test at all times and places, including the Director’s reviewperiod and place of manufacture or performance, verificationby BARMIL. (B) Seller and Seller's subcontractors shall provide and maintain an inspection system acceptable to BARMIL. Representatives of BARMIL shall have access to all areas on the premises of the Seller, or of Seller's subcontractors, in which work on this order is being performed. Seller, and approval Seller's subcontractors, shall provide all reasonable facilities for the safety and convenience of the representatives and inspectors. Seller shall furnish to the representatives and inspectors all information and data as may reasonably be required to perform their inspections. All goods to be delivered hereunder shall be subject to tonal inspection, test and acceptance by BARMIL at destination in Israel, notwithstanding any payment or dispute processes specified inspection at source. BARMIL shall accept or give notice of rejection of goods delivered and services performed within one hundred and twenty (120) days after receipt of such goods or completion of such services. No inspection of goods or work by BARMIL prior to acceptance shall release Seller of its responsibility for any nonconformity. Acceptance by BARMIL shall not waive any rights that BARMIL might otherwise have at law or under Article IV entitled "Warranty", or by express reservation in the Payment Terms in Section 3.01 of this Agreementorder with respect to any nonconformity. 2.26.3 Notwithstanding anything (C) In the event of any tender of goods or services which is nonconforming, BARMIL shall be entitled to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if anyall remedies as provided by law, and in a Task Order issued by the City. 2.26.4 If the Director rejects any services or Deliverables, in whole or part, Contractor addition thereto shall have fifteen the right to do any or all of the following: (15i) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary hold nonconforming goods for a reasonable period pending a determination to conform to the Director’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject any or all thereof; (ii) to return nonconforming goods to Seller for replacement or correction as provided under this SectionBARMIL may elect; (iii) to accept nonconforming goods and Contractor shall continue services subject to make any necessary correction(san equitable price reduction; (iv) to replace or replacement(scorrect nonconforming goods and services and charge to Seller the cost occasioned to BARMIL thereby; (v) (as provided under this Section) until to require Seller to correct nonconforming services at no increase in the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 price of this Agreement. 2.26.5 Notwithstanding anything contract; (vi) to the contrary in this Agreementrecover any and all expenses, if the Director does not accept any services costs, price reductions and damages paid, incurred, or Deliverable after one or more attempted correction(s) or replacement(s) suffered by BARMIL as a result of such services holding, return, replacement, correction, reductions, or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services rejections of nonconforming goods and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services services; or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect (vii) to terminate this Agreement, in whole or in part, order as provided in Section 4.05 of this AgreementArticle VIII hereof. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.

ACCEPTANCE AND REJECTION. 2.26.1 Except Subject to Conditions 13.1.1 and 13.1.2, the Goods shall be delivered DDP to the AHDB Stores and the Services performed at the place specified in the Contract. Delivery shall take place at the entrance to the relevant building or such other building as may be specified and not roadside unless otherwise agreed in Writing prior to delivery. Supplies of Goods by letter post may be addressed to the Principal Office. A different place of delivery or performance may be agreed: in Writing prior to delivery of the Goods or the performance of the Services; or orally prior to such delivery or performance and where appropriate subsequently confirmed in Writing. The Supplier shall unload the Goods at its own risk as directed by AHDB. Unless otherwise stipulated by AHDB, deliveries shall only be accepted by AHDB in Business Hours. The date for delivery shall be specified, or if no such date is specified then unless otherwise agreed delivery shall take place within 28 days of the order. The Goods shall remain at the risk of the Supplier until delivery in accordance with the Contract to AHDB is complete (including unloading and stacking) when ownership of the Goods shall pass to AHDB. In respect of Goods, the Supplier shall invoice AHDB upon, but separately from, despatch of the Goods to AHDB. In respect of Services, the Supplier shall invoice AHDB monthly in arrears (or at such other frequency as may be agreed between the Parties). The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which shows, among other things, the Purchase Order number, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. Time shall be of the essence of the Contract in relation to the Supplier’s obligation to supply the Goods and Services unless otherwise specifically agreed in Writing. If the Goods are not delivered on the due date, the Services are not provided in this Section 2.26accordance with the agreed timetable or if the Goods or Services (in the reasonable opinion of AHDB) do not comply with the Purchase Order, Contractor the Specification or any other standards stipulated by AHDB then, without prejudice to any other rights which it may have, subject to Condition 14.12 AHDB reserves the right to terminate the Contract. All Goods shall not submit an invoice be packaged by the Supplier so as to ensure that they will be in good condition upon arrival at their destination. If the Supplier requires AHDB to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to AHDB and any such packaging material shall only be returned to the Supplier at the cost of the Supplier. Where AHDB agrees in Writing to accept delivery of Goods or request for payment (each, Services by instalments the Contract shall be construed as a “Request for Payment”) single contract in respect of each instalment. Nevertheless failure by the Supplier to properly deliver any one instalment shall entitle AHDB at its option to treat the whole Contract as repudiated. If the Goods are delivered to AHDB in excess of the quantities ordered AHDB shall be entitled to reject the excess Goods and Contractor shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier's risk and shall be available for collection at the Supplier's expense within 3 months. Thereafter AHDB may dispose of such excess Goods at the Supplier's expense. AHDB shall not be deemed to have accepted the Goods until it has had 7 days to inspect them following delivery. AHDB shall also have the right to reject the Goods as though they had not been accepted for 14 days after any Latent Defect in the Goods has become apparent. The Supplier agrees that AHDB or AHDB’s representative shall be entitled to payment and monitor the City shall have no duty to pay Contractor unless the Director accepts the services and other Deliverables specified in Exhibit “B” and such Request for Payment is issued in conjunction with the issuance of a Task Order in accordance with this Section 2.26. 2.26.2 Contractor shall provide written notice to the Director upon completion or delivery performance of the services or Deliverables specified in Exhibit “B” Contract at any reasonable time and, save where AHDB has good reason not to give any notice, on reasonable notice and in a Task Order issued by the City. On or before the twentieth (20th) Business Day after the date the Director receives Contractor’s written notice to inspect and take copies of completion or delivery, the Director shall provide written notice to Contractor stating whether the Director has accepted or rejected the services or Deliverables along with the reason(s) for any rejection. Failure relevant records of the Director to provide written notice of acceptance or rejection of any services or Deliverables on or before the 20th Business Day from his receipt of the Contractor’s written notice of completion or delivery does not constitute acceptance or approval of the services or Deliverables by the Director or the CitySupplier. If the Director fails to provide a written notice of acceptance or rejection by the 20th Business Day from the Director’s receipt of Contractor’s written notice of completion or delivery, Contractor may submit a Request for Payment for the DocuSign Envelope ID: 4C11A77B-6D08-4926-B073-BFAC814F211C services or Deliverables and such Request for Payment The Supplier shall be subject to the Director’s review, verification, and approval or dispute processes specified in the Payment Terms in Section 3.01 of this Agreement. 2.26.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, the Director may, in his sole discretion, approve in writing a partial acceptance of the services and other Deliverables set forth in Exhibit “B”, if anypromptly, and in a Task Order issued by any case within one week of its becoming aware of any circumstances likely to adversely affect the City. 2.26.4 If supply of the Director rejects any services Goods and Services or Deliverablesthe time in which this will be completed, in whole or part, Contractor shall have fifteen (15) Business Days after the Director sends written notification of rejection to correct or otherwise replace such services or Deliverables as necessary to conform bring these matters to the Directorattention of AHDB’s rejection notice. Contractor’s corrections or replacements for rejected services or Deliverables Primary Contact in Writing and the Primary Contacts shall reasonably agree any consequential action that shall be provided at no additional cost to the City. Contractor shall provide written notice to the Director upon completion of any such correction(s) or replacement(s) after the receipt of which the Director shall continue to either accept or reject (as provided under this Section) and Contractor shall continue to make any necessary correction(s) or replacement(s) (as provided under this Section) until the Director either accepts in writing all previously rejected services or Deliverable or issues a written final rejection notice in accordance with Section 2.26.5 of this Agreementtaken. 2.26.5 Notwithstanding anything to the contrary in this Agreement, if the Director does not accept any services or Deliverable after one or more attempted correction(s) or replacement(s) of such services or Deliverables by Contractor, the Director may, in his sole discretion, issue a written final rejection notice to Contractor for such services and other Deliverables and the City shall have no obligation to pay any amount whatsoever related to those services or Deliverables that are the subject of the final rejection notice. The Director may, at any time after a final rejection notification has been issued, declare a default and elect to terminate this Agreement, in whole or in part, as provided in Section 4.05 of this Agreement. 2.26.6 The City reserves all other available rights and remedies at law or in equity, including without limitation all rights and remedies and rights under Article 2 of the Texas Business and Commerce Code.