Common use of Delivery; Acceptance Clause in Contracts

Delivery; Acceptance. (a) For Products to be shipped pursuant to a Purchase Order, Contractor shall deliver the Products to the agreed-upon facility in the manner agreed in writing by the parties. Contractor shall ensure the Products are received by Authority by the date specified in the Purchase Order. Authority shall have ten (10) days from receipt of the Products to inspect the Products for any defect or non-conformance with the Specifications (as defined below) or quality requirements reasonably discoverable by visual or basic functional inspection (“Requirements”). If the Products fail to meet the Requirements, Authority will notify Contractor in writing and Contractor will modify, adjust, repair or replace the Products to conform with the Requirements within five (5) business days after such notice. If the new Products are still not compliant with the Requirements, the Contracting Officer may terminate the Purchase Order and WMATA will receive a refund of any pre-paid fees or, at the Contracting Officer’s discretion, repeat the procedures in this paragraph as often as he or she determines is necessary. (b) For Products or Services that require any customization, installation, maintenance, repair, restoration or other Improvements by Contractor, Contractor shall, at its own expense, conduct appropriate tests in accordance with Contractor’s standard practices and in no event below the standards described in the Attachment A (Acceptance Testing), to establish that they perform in accordance with the specifications set forth in the Contract and the specifications in any related documentation provided by Contractor (collectively, the “Specifications”) and applicable service levels set forth in the Service Levels. Contractor shall provide the test results promptly to Authority in writing, in a form and manner to be agreed upon by the parties. (c) If Contractor’s tests establish that such Product and/or Service does not perform in accordance with the Specifications and Service Levels, or Authority reports to Contractor prior to acceptance or deemed acceptance thereof that it is not performing in accordance with the Specifications or Service Levels, Contractor shall promptly commence and diligently and continuously pursue efforts to bring it into compliance with the Specifications and Service Levels. Upon completion of these efforts, Contractor shall tender the Products and/or Services to Authority, which will again be subjected to the acceptance procedures set forth in this Section. Billing for any Products and/or Services shall not commence (or, in the case of a repaired or restored Product and/or Service, application of Service Credits shall not cease) until the Products and/or Services are accepted by Authority in accordance with the procedure described herein. (d) When Contractor notifies Authority in writing that the Products and/or Services are ready for use in a production environment, Authority shall have at least three (3) weeks from receipt of the notice to test the Products and/or Services to determine whether they comply with the Specifications and Service Levels. Upon completion of Authority’s testing, Authority shall notify Contractor of its acceptance or, if it has identified any noncompliance with the Specifications or Service Levels, its rejection of the Products and/or Services. If Authority rejects the Products and/or Services, Authority shall provide a written list of items that must be corrected. On receipt of Authority’s notice, Contractor shall promptly commence, at no additional cost or charge to Authority, all reasonable efforts to complete, as quickly as possible and in any event within five (5) business days from receipt of Authority’s notice (or such other period as may be agreed upon by the parties in writing), such necessary corrections, repairs, and modifications to the Products and/or Services to bring them into full compliance with the Specifications and Service Levels. If any corrective measures are required, upon its completion of all such measures, Contractor shall notify Authority in writing and the process set forth herein shall be repeated. If Authority determines that the Products and/or Services, as revised, still do not comply in all material respects with the Specifications and/or Service Levels, Authority, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right: (1) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming Products and/or Services in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price if the Contractor fails to meet such delivery schedule; or (2) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement, or terminate this Contract with no liability, obligation or penalty.

Delivery; Acceptance. (a) For Products to be shipped pursuant to a Purchase Order, Contractor shall deliver the Products to the agreed-upon facility in the manner agreed in writing by the parties. Contractor shall ensure the Products are received by Authority by the date specified in the Purchase Order. Authority shall have ten (10) days from receipt of the Products to inspect the Products for any defect or non-conformance with the Specifications (as defined below) or quality requirements reasonably discoverable by visual or basic functional inspection (“Requirements”). If the Products fail to meet the Requirements, Authority will notify Contractor in writing and Contractor will modify, adjust, repair or replace the Products to conform with the Requirements within five (5) business days after such notice. If the new Products are still not compliant with the Requirements, the Contracting Contrating Officer may terminate the Purchase Order and WMATA will receive a refund of any pre-paid fees or, at the Contracting Officer’s discretion, repeat the procedures in this paragraph as often as he or she determines is necessary. (b) For Products or Services that require any customization, installation, maintenance, repair, restoration or other Improvements by Contractor, Contractor shall, at its own expense, conduct appropriate tests in accordance with Contractor’s standard practices and in no event below the standards described in the Attachment A (Acceptance Testing), to establish that they perform in accordance with the specifications set forth in the Contract and the specifications in any related documentation provided by Contractor (collectively, the “Specifications”) and applicable service levels set forth in the Service Levels. Contractor shall provide the test results promptly to Authority in writing, in a form and manner to be agreed upon by the parties. (c) If Contractor’s tests establish that such Product and/or Service does not perform in accordance with the Specifications and Service Levels, or Authority reports to Contractor prior to acceptance or deemed acceptance thereof that it is not performing in accordance with the Specifications or Service Levels, Contractor shall promptly commence and diligently and continuously pursue efforts to bring it into compliance with the Specifications and Service Levels. Upon completion of these efforts, Contractor shall tender the Products and/or Services to Authority, which will again be subjected to the acceptance procedures set forth in this Section. Billing for any Products and/or Services shall not commence (or, in the case of a repaired or restored Product and/or Service, application of Service Credits shall not cease) until the Products and/or Services are accepted by Authority in accordance with the procedure described herein. (d) When Contractor notifies Authority in writing that the Products and/or Services are ready for use in a production environment, Authority shall have at least three (3) weeks from receipt of the notice to test the Products and/or Services to determine whether they comply with the Specifications and Service Levels. Upon completion of Authority’s testing, Authority shall notify Contractor of its acceptance or, if it has identified any noncompliance with the Specifications or Service Levels, its rejection of the Products and/or Services. If Authority rejects the Products and/or Services, Authority shall provide a written list of items that must be corrected. On receipt of Authority’s notice, Contractor shall promptly commence, at no additional cost or charge to Authority, all reasonable efforts to complete, as quickly as possible and in any event within five (5) business days from receipt of Authority’s notice (or such other period as may be agreed upon by the parties in writing), such necessary corrections, repairs, and modifications to the Products and/or Services to bring them into full compliance with the Specifications and Service Levels. If any corrective measures are required, upon its completion of all such measures, Contractor shall notify Authority in writing and the process set forth herein shall be repeated. If Authority determines that the Products and/or Services, as revised, still do not comply in all material respects with the Specifications and/or Service Levels, Authority, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right: (1) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming Products and/or Services in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price if the Contractor fails to meet such delivery schedule; or (2) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement, or terminate this Contract with no liability, obligation or penalty.

Delivery; Acceptance. (a) For Products to be shipped pursuant to a Purchase Order3.1 Promptly upon execution of this Agreement, Contractor Licensor shall deliver the Products Software and the Documentation to Licensee by electronic means. Licensor shall fulfill all orders by delivering Software and Documentation via electronic download, subject to the agreed-receipt of all required documentation. Licensee’s order shall be considered delivered on the date that Licensor emails instructions for downloading the Software and Documentation to Licensee. Thereafter, Licensee shall be responsible for and bear all expenses (including taxes) related to making the permitted number of copies and distributing such copies as permitted in this Agreement. 3.2 If mutually agreed in a Schedule hereunder, upon facility delivery of the Software , Licensee shall conduct acceptance testing procedures on the Software for a mutually agreed time period and based on the acceptance criteria set forth in the manner agreed Schedule. If the Software passes all such tests in writing by the parties. Contractor shall ensure the Products are received by Authority by the date specified in the Purchase Order. Authority shall have ten (10) days from receipt of the Products to inspect the Products for any defect or non-conformance with the Specifications (as defined below) or quality requirements reasonably discoverable by visual or basic functional inspection (“Requirements”). If stated acceptance criteria, Licensee shall give Licensor written notice of Licensee’s acceptance of the Products fail to meet Software, unless mutually agreed otherwise in the Requirements, Authority will notify Contractor in writing and Contractor will modify, adjust, repair or replace the Products to conform Schedule. 3.3 In accordance with the Requirements terms of the Schedule, if the Software fails to pass any of such Licensee’s testing procedures or fails to function properly or in conformity with the Documentation, Licensee shall notify Licensor and Licensor shall correct such defect within five (5) business days after of receipt of such noticenotice and cause the Software to successfully pass all such tests and functions to Licensee’s acceptance criteria as set forth in Section 3.2 above. If the new Products are still Software does not compliant with the Requirementsconform to Licensee’s satisfaction, the Contracting Officer may Licensee may, upon mutual agreement, (i) immediately terminate the Purchase Order and WMATA will receive a refund this Agreement without any further obligation or liability of any pre-kind and Licensor shall immediately reimburse Licensee for all amounts paid fees orby Licensee under this Agreement for such Software; or (ii) upon mutual agreement, require Licensor to continue to attempt to correct the deficiencies until the Software successfully passes all tests and functions to Licensee’s satisfaction, reserving the right to terminate this Agreement at the Contracting Officer’s discretion, repeat the procedures in this paragraph as often as he or she determines is necessary. (b) For Products or Services that require any customization, installation, maintenance, repair, restoration or other Improvements by Contractor, Contractor shall, at its own expense, conduct appropriate tests time in accordance with Contractor’s standard practices and in no event below the standards described in the Attachment A clause (Acceptance Testing), to establish that they perform in accordance with the specifications set forth in the Contract and the specifications in any related documentation provided by Contractor (collectively, the “Specifications”i) and applicable service levels set forth in the Service Levels. Contractor shall provide the test results promptly to Authority in writing, in a form and manner to be agreed upon by the partiesabove. (c) If Contractor’s tests establish that such Product and/or Service does not perform in accordance with the Specifications and Service Levels, or Authority reports to Contractor prior to acceptance or deemed acceptance thereof that it is not performing in accordance with the Specifications or Service Levels, Contractor shall promptly commence and diligently and continuously pursue efforts to bring it into compliance with the Specifications and Service Levels. Upon completion of these efforts, Contractor shall tender the Products and/or Services to Authority, which will again be subjected to the acceptance procedures set forth in this Section. Billing for any Products and/or Services shall not commence (or, in the case of a repaired or restored Product and/or Service, application of Service Credits shall not cease) until the Products and/or Services are accepted by Authority in accordance with the procedure described herein. (d) When Contractor notifies Authority in writing that the Products and/or Services are ready for use in a production environment, Authority shall have at least three (3) weeks from receipt of the notice to test the Products and/or Services to determine whether they comply with the Specifications and Service Levels. Upon completion of Authority’s testing, Authority shall notify Contractor of its acceptance or, if it has identified any noncompliance with the Specifications or Service Levels, its rejection of the Products and/or Services. If Authority rejects the Products and/or Services, Authority shall provide a written list of items that must be corrected. On receipt of Authority’s notice, Contractor shall promptly commence, at no additional cost or charge to Authority, all reasonable efforts to complete, as quickly as possible and in any event within five (5) business days from receipt of Authority’s notice (or such other period as may be agreed upon by the parties in writing), such necessary corrections, repairs, and modifications to the Products and/or Services to bring them into full compliance with the Specifications and Service Levels. If any corrective measures are required, upon its completion of all such measures, Contractor shall notify Authority in writing and the process set forth herein shall be repeated. If Authority determines that the Products and/or Services, as revised, still do not comply in all material respects with the Specifications and/or Service Levels, Authority, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right: (1) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming Products and/or Services in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price if the Contractor fails to meet such delivery schedule; or (2) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement, or terminate this Contract with no liability, obligation or penalty.

Delivery; Acceptance. (a) For Products Payscout shall have twenty (20) business days from the Effective Date of this Agreement to be shipped pursuant to a Purchase Order, Contractor shall deliver the Products Payscout Software to Client (“Delivery”). After the agreed-upon facility in the manner agreed in writing by the parties. Contractor shall ensure the Products are received by Authority by the date specified in the Purchase Order. Authority Delivery, Client shall have ten (10) business days from receipt to review and test the Payscout Software (“Initial Review Period”) and accept or reject the Payscout Software in writing. In the event Client fails to provide such notice within the Initial Review Period, the Payscout Software shall be deemed accepted as of the Products to inspect first calendar day immediately following the Products for any defect or non-conformance with the Specifications (as defined below) or quality requirements reasonably discoverable by visual or basic functional inspection Initial Review Period (“RequirementsAcceptance”). If the Products fail to meet Payscout Software is in Client’s reasonable judgment unsatisfactory in any material respect, Client shall provide a written notice of rejection with a detailed description of the Requirements, Authority will notify Contractor in writing and Contractor will modify, adjust, repair or replace basis for such rejection within the Products to conform with the Requirements within five Initial Review Period. Payscout shall then have twenty (520) business days after such noticefrom the receipt of Client’s notice of rejection to modify and redeliver the Payscout Software to Client. Client shall then have ten (10) business days to review and test the modified Payscout Software and accept or reject the modified Payscout Software. If the new Products are still modified Payscout Software does not compliant with perform substantially as specified in the RequirementsSOW, Client has the Contracting Officer may terminate option of terminating this Agreement of this Agreement or permitting Payscout to modify the Purchase Order Payscout Software under the foregoing procedure, except the number of days for review and WMATA will receive a refund of any prere-paid fees or, at delivery which shall be mutually agreed by the Contracting Officer’s discretion, repeat the procedures in this paragraph as often as he or she determines is necessaryParties. (b) For Products Payscout will take all commercially reasonable efforts to deliver the Payscout Software on time but Payscout shall not be liable for any delays including, but not limited to, those caused by change orders, Client or Services that require any customization, installation, maintenance, repair, restoration or other Improvements by Contractor, Contractor shall, at its own expense, conduct appropriate tests in accordance with Contractor’s standard practices and in no event below the standards third parties. Any change orders (i.e. anything not specifically described in the Attachment A SOW (Acceptance Testingwhich excludes all communications prior, during or after the execution of the SOW)) must be mutually agreed to in writing. SECTION THREE – EQUIPMENT 3.01. Company shall provide to Merchant equipment as determined by Company. Company disclaims all warranties, express or implied, including but not limited to establish that they perform the implied warranties of fitness for a particular purpose and merchantability. Company shall have no liability in accordance with the specifications set forth in the Contract contract, tort, negligence or otherwise to Merchant or any other third party arising out of any of equipment, products or services provided under this Agreement. Company shall not be liable to Merchant or any third party for any liquidated, indirect, consequential, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the specifications like) arising out of this Agreement even if Company has been advised of the possibility of such damages. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any related documentation provided by Contractor (collectivelyofficer, the “Specifications”) and applicable service levels set forth in the Service Levelspartner, employee or representative of any party hereto. Contractor No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall provide the test results promptly be effective unless assented to Authority in writing, in a form and manner to be agreed upon by the parties. (c) If Contractor’s tests establish that such Product and/or Service does not perform in accordance with the Specifications and Service Levels, or Authority reports to Contractor prior to acceptance or deemed acceptance thereof that it is not performing in accordance with the Specifications or Service Levels, Contractor shall promptly commence and diligently and continuously pursue efforts to bring it into compliance with the Specifications and Service Levels. Upon completion of these efforts, Contractor shall tender the Products and/or Services to Authority, which will again be subjected to the acceptance procedures set forth in this Section. Billing for any Products and/or Services shall not commence (or, in the case of a repaired or restored Product and/or Service, application of Service Credits shall not cease) until the Products and/or Services are accepted by Authority in accordance with the procedure described herein. (d) When Contractor notifies Authority in writing that the Products and/or Services are ready for use by both parties. This Agreement may be executed in a production environmenttwo or more counter-parts or by fax, Authority each of which shall have at least three (3) weeks from receipt of the notice to test the Products and/or Services to determine whether they comply with the Specifications and Service Levels. Upon completion of Authority’s testing, Authority shall notify Contractor of its acceptance or, if it has identified any noncompliance with the Specifications or Service Levels, its rejection of the Products and/or Services. If Authority rejects the Products and/or Services, Authority shall provide a written list of items that must be corrected. On receipt of Authority’s notice, Contractor shall promptly commence, at no additional cost or charge to Authoritydeemed an original, all reasonable efforts to complete, as quickly as possible and in any event within five (5) business days from receipt of Authority’s notice (or such other period as may be agreed upon by the parties in writing), such necessary corrections, repairs, and modifications to the Products and/or Services to bring them into full compliance with the Specifications and Service Levels. If any corrective measures are required, upon its completion of all such measures, Contractor which together shall notify Authority in writing constitute one and the process set forth herein shall be repeatedsame instrument. If Authority determines that the Products and/or Services, as revised, still do not comply in all material respects with the Specifications and/or Service Levels, Authority, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right: (1) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming Products and/or Services in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price if the Contractor fails to meet such delivery schedule; or (2) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement, or terminate this Contract with no liability, obligation or penalty.SECTION FOUR – PAYMENT OF FEES

Delivery; Acceptance. (a) For Products Purchasing Entity agrees to be shipped pursuant to confirm delivery of all products covered by each Order when the same is delivered by signing a Purchase Orderdelivery acknowledgement. By signing a delivery acknowledgement, Contractor shall deliver it is not certifying acceptance of the Products equipment. Unless otherwise agreed upon by both parties in writing, signing the delivery acknowledgement only certifies equipment has arrived to the agreed-upon facility in location delivered. Unless otherwise agreed to by both parties, signing the manner agreed in writing delivery and acceptance (“D&A”) certificate constitutes acceptance of the product(s) and allows Contractor’s Authorized Reseller to invoice for the product(s). Failure to sign the D&A or reject the product(s) within the foregoing thirty (30) Day period shall be deemed as acceptance by the partiesPurchasing Entity. Contractor shall ensure the Products are received by Authority by the date specified in the Purchase Order. Authority shall have ten (10) days from receipt Acceptance of the Products to inspect the Products for any defect or non-conformance with the Specifications (as defined below) or quality requirements reasonably discoverable by visual or basic functional inspection (“Requirements”). If the Products fail to meet the Requirements, Authority will notify Contractor in writing and Contractor will modify, adjust, repair or replace the Products to conform with the Requirements within five (5) business days after such notice. If the new Products are still not compliant with the Requirements, the Contracting Officer products may terminate the Purchase Order and WMATA will receive a refund of any pre-paid fees or, at the Contracting Officer’s discretion, repeat the procedures in this paragraph as often as he or she determines is necessary. (b) For Products or Services that require any customization, installation, maintenance, repair, restoration or other Improvements by Contractor, Contractor shall, at its own expense, conduct appropriate tests be revoked in accordance with the provisions of the applicable commercial code, and the Contractor’s standard practices Authorized Reseller shall be liable for any resulting expense incurred by the Purchasing Entity in relation to the preparation and shipping of product(s) rejected and returned, or for which acceptance is revoked. Further, with regard to material defects discovered after acceptance, the affected product will be subject to remedy in no event below accordance with the standards described in the Attachment applicable Warranty purchased for that product. Products may be returned thirty (30) Days from date of shipment without penalty. A (Acceptance Testing), to establish that they perform good or service furnished under this Contract shall function in accordance with the specifications set forth identified in the Contract Contractor’s technical documentation and end user agreement accompanying the products or services. If the goods or Services do not conform with the specifications in any related documentation provided by Contractor (collectively“Defects”), the “Specifications”) and applicable service levels set forth in the Service Levels. Contractor shall provide the test results promptly to Authority in writingPurchasing Entity shall, in a form and manner to be agreed upon by the parties. (c) If Contractor’s tests establish that such Product and/or Service does not perform in accordance with the Specifications and Service Levels, or Authority reports to Contractor prior to acceptance or deemed acceptance thereof period to notify Contractor in writing of the Defect. Contractor agrees that upon receiving such notice, it is not performing in accordance with the Specifications or Service Levels, Contractor shall promptly commence and diligently and continuously pursue use reasonable efforts to bring it into compliance with correct the Specifications Defects within fifteen (15) Days (“Cure Period”). Orders may be cancelable by Purchasing Entity following acceptance by Contractor per the terms of the Participating Addendum. Contractor reserves the right to make Product deliveries in installments. All such installments shall be invoiced and Service Levelspaid for when all delivery and installation are completed so that Purchasing Entity can accept equipment. Upon completion Delay in delivery of these efforts, any installment may relieve Purchasing Entity of its obligation to accept remaining installments and may temporarily relieve the obligation to remit payments as invoiced by Contractor for any equipment that has yet to be delivered and shall tender be reviewed on a case-by-case basis. Contractor reserves the Products and/or Services right at any time to Authority, which will again be subjected revoke any credit extended to the acceptance procedures set forth in this Section. Billing Purchasing Entity because of Purchasing Entity’s failure to pay for any Products and/or Services shall not commence (or, in when due per the case terms of a repaired or restored Product and/or Service, application of Service Credits shall not cease) until the Products and/or Services are accepted by Authority in accordance with the procedure described hereinthis Participating Addendum. (d) When Contractor notifies Authority in writing that the Products and/or Services are ready for use in a production environment, Authority shall have at least three (3) weeks from receipt of the notice to test the Products and/or Services to determine whether they comply with the Specifications and Service Levels. Upon completion of Authority’s testing, Authority shall notify Contractor of its acceptance or, if it has identified any noncompliance with the Specifications or Service Levels, its rejection of the Products and/or Services. If Authority rejects the Products and/or Services, Authority shall provide a written list of items that must be corrected. On receipt of Authority’s notice, Contractor shall promptly commence, at no additional cost or charge to Authority, all reasonable efforts to complete, as quickly as possible and in any event within five (5) business days from receipt of Authority’s notice (or such other period as may be agreed upon by the parties in writing), such necessary corrections, repairs, and modifications to the Products and/or Services to bring them into full compliance with the Specifications and Service Levels. If any corrective measures are required, upon its completion of all such measures, Contractor shall notify Authority in writing and the process set forth herein shall be repeated. If Authority determines that the Products and/or Services, as revised, still do not comply in all material respects with the Specifications and/or Service Levels, Authority, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right: (1) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming Products and/or Services in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price if the Contractor fails to meet such delivery schedule; or (2) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement, or terminate this Contract with no liability, obligation or penalty.

Delivery; Acceptance. (a) For Products Each DVM shall be delivered to be shipped pursuant ETC F.O.B. Manufacturer's facilities. Delivery of the DVM to a Purchase Ordercommon carrier shall be deemed a satisfactory delivery by Manufacturer to ETC. ETC agrees to pay all freight, Contractor insurance, packing and other transportation charges related to said delivery. Manufacturer shall deliver arrange for the Products freight, insurance, packing and other transportation charges related to the agreed-upon facility said delivery and to prepay such charges, in which event ETC shall reimburse Manufacturer in the manner agreed in writing by the parties. Contractor shall ensure the Products are received by Authority by the date specified in the Purchase Order. Authority shall have amount thereof within ten (10) days from receipt of presentation by Manufacturer of evidence of payment. In connection with the delivery of the Products to inspect the Products for any defect or non-conformance with the Specifications DVM, ETC may designate in writing, not less than ten (as defined below) or quality requirements reasonably discoverable by visual or basic functional inspection (“Requirements”). If the Products fail to meet the Requirements, Authority will notify Contractor in writing and Contractor will modify, adjust, repair or replace the Products to conform with the Requirements within five (510) business days after such noticeprior to the shipment date, the carrier for shipment and the amount of insurance and nature of coverage. If the new Products are still ETC fails to so designate any or all such items, Manufacturer, at its discretion, may specify any item not compliant with the Requirementsso designated. Manufacturer shall select, at its discretion, the Contracting Officer may terminate the Purchase Order types and WMATA will receive a refund amount of any pre-paid fees or, at the Contracting Officer’s discretion, repeat the procedures in this paragraph as often as he or she determines is necessarycrating. (b) For Products or Services that require ETC shall inspect each DVM promptly upon receipt thereof at the shipping destination and may reject any customizationDVM which fail in any significant respect to meet Manufacturer's written specifications as set forth on Exhibit "C" attached hereto. DVMs not rejected by written notification to Manufacturer within ten (10) days of receipt shall be deemed to have been accepted. ETC's rejection shall not be effective unless the rejected DVM is returned freight prepaid by ETC to Manufacturer in a timely fashion not to exceed thirty (30) days of receipt. As promptly as commercially reasonable but not later than thirty (30) days after receipt by Manufacturer of a properly rejected DVM, installation, maintenance, repair, restoration or other Improvements by Contractor, Contractor Manufacturer shall, at its own option and expense, conduct appropriate tests in accordance with Contractor’s standard practices either repair or replace said properly rejected Equipment. Manufacturer will prepay transportation charges back to ETC and in no event below the standards described credit ETC's account for any costs of transportation in the Attachment A (Acceptance Testing), to establish that they perform United States incurred by ETC in accordance connection with the specifications set forth return to Manufacturer of a properly rejected DVM; otherwise ETC shall pay ground transportation charges in the Contract and the specifications in any related documentation provided by Contractor (collectively, the “Specifications”) and applicable service levels set forth in the Service Levels. Contractor shall provide the test results promptly to Authority in writing, in a form and manner to be agreed upon by the partiesboth directions. (c) If Contractor’s tests establish that such Product and/or Service does not perform in accordance with the Specifications and Service Levels, Risk of loss or Authority reports to Contractor prior to acceptance or deemed acceptance thereof that it is not performing in accordance with the Specifications or Service Levels, Contractor shall promptly commence and diligently and continuously pursue efforts to bring it into compliance with the Specifications and Service Levels. Upon completion of these efforts, Contractor shall tender the Products and/or Services to Authority, which will again be subjected damage to the acceptance procedures set forth in this Section. Billing DVM shall pass to ETC upon delivery by Manufacturer to a common carrier for any Products and/or Services shall not commence (or, in the case of a repaired or restored Product and/or Service, application of Service Credits shall not cease) until the Products and/or Services are accepted by Authority in accordance with the procedure described hereinshipment. (d) When Contractor notifies Authority in writing that the Products and/or Services are ready for use in a production environment, Authority shall have at least three (3) weeks from receipt of the notice to test the Products and/or Services to determine whether they comply with the Specifications and Service Levels. Upon completion of Authority’s testing, Authority shall notify Contractor of its acceptance or, if it has identified any noncompliance with the Specifications or Service Levels, its rejection of the Products and/or Services. If Authority rejects the Products and/or Services, Authority shall provide a written list of items that must be corrected. On receipt of Authority’s notice, Contractor shall promptly commence, at no additional cost or charge to Authority, all reasonable efforts to complete, as quickly as possible and in any event within five (5) business days from receipt of Authority’s notice (or such other period as may be agreed upon by the parties in writing), such necessary corrections, repairs, and modifications to the Products and/or Services to bring them into full compliance with the Specifications and Service Levels. If any corrective measures are required, upon its completion of all such measures, Contractor shall notify Authority in writing and the process set forth herein shall be repeated. If Authority determines that the Products and/or Services, as revised, still do not comply in all material respects with the Specifications and/or Service Levels, Authority, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right: (1) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming Products and/or Services in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price if the Contractor fails to meet such delivery schedule; or (2) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement, or terminate this Contract with no liability, obligation or penalty.