Common use of Delivery; Certificate; Inspection and Acceptance Clause in Contracts

Delivery; Certificate; Inspection and Acceptance. a. Terms for the shipments of the Microfib Products will be FCA (Incoterms, 2010). SeaSpine shall pay shipping and freight costs, which will be added to the invoice for each Order, and SeaSpine shall have the right to choose the carrier so long as such choice complies with the shipping validation for the Microfib Product. SeaSpine may designate the destination of Products to be delivered hereunder so long as such destination complies with applicable Law. Delivery of the Microfib Products to the carrier at Integra’s shipping point shall constitute delivery to SeaSpine; SeaSpine shall bear all risk of loss or damage in transit. However, Integra reserves the right, in its discretion, to change the exact method of shipment and to make delivery in installments, all such installments to be separately invoiced and paid for when due as provided in Section 6.1, without regard to subsequent deliveries. Delay in delivery of any installment within the parameters set forth in this Article 5 shall not relieve SeaSpine’s obligations to accept remaining deliveries. b. Each shipment of the Microfib Products must be accompanied by final Microfib Product testing and inspection results and a certificate, substantially in the form attached as Exhibit E, signed by Integra stating that the Microfib Products comply with the Specifications; the testing, inspections results and certificate shall be set forth by Microfib Product serial number and must be signed by Integra. c. SeaSpine, upon receipt of the Microfib Products from Integra, shall have thirty (30) days to inspect the Microfib Products with respect to whether or not they comply with the Specifications. If the Microfib Products do not comply with the Specifications, SeaSpine shall notify Integra and provide Integra with samples of the nonconforming Microfib Products (to the extent SeaSpine deems possible) along with such notice and provide Integra with the results of its inspection. If Integra’s inspection confirms the Microfib Products do not comply with the Specifications, then Integra, at its expense and at SeaSpine’s option, within thirty (30) days following the completion of Integra’s investigation, will either bring the Microfib Products in question into conformance with the Specifications or replace the Microfib Products that failed to comply with the Specifications, in either case, at no additional charge to SeaSpine. If after inspection, Integra disagrees with SeaSpine’s determination, the Parties shall submit samples of the Microfib Product in question to a mutually acceptable independent testing laboratory for evaluation to determine whether the Microfib Product complies with the Specifications. The results of such evaluation shall be deemed conclusive of the matter, and the non-prevailing party shall bear the costs of the evaluation.

Delivery; Certificate; Inspection and Acceptance. a. Terms for the shipments of the Microfib Products will be FCA (Incoterms, 2010). SeaSpine Integra shall pay shipping and freight costs, which will be added to the invoice for each Order, and SeaSpine Integra shall have the right to choose the carrier so long as such choice complies with the shipping validation for the Microfib Product. SeaSpine Integra may designate the destination of the Products to be delivered hereunder so long as such destination complies with applicable Law. Delivery of the Microfib Products to the carrier at IntegraSeaSpine’s shipping point shall constitute delivery to SeaSpineIntegra; SeaSpine Integra shall bear all risk of loss or damage in transit. However, Integra SeaSpine reserves the right, in its discretion, to change the exact method of shipment and to make delivery in installments, all such installments to be separately invoiced and paid for when due as provided in Section 6.1, without regard to subsequent deliveries. Delay in delivery of any installment within the parameters set forth in this Article 5 shall not relieve SeaSpineIntegra’s obligations to accept remaining deliveries. b. Each shipment of the Microfib Products Product must be accompanied by final Microfib Product testing and inspection results and a certificate, substantially in the form attached hereto as Exhibit E, signed by Integra SeaSpine stating that the Microfib Products comply with the Specifications; the testing, inspections results and certificate shall be set forth by Microfib Product serial number and must be signed by IntegraSeaSpine. c. SeaSpineIntegra, upon receipt of the Microfib Products from IntegraSeaSpine, shall have thirty (30) days to inspect the Microfib Products with respect to whether or not they comply with the Specifications. If the Microfib Products do not comply with the Specifications, SeaSpine Integra shall notify Integra SeaSpine and provide Integra SeaSpine with samples of the nonconforming Microfib Products (to the extent SeaSpine Integra deems possible) along with such notice and provide Integra SeaSpine with the results of its inspection. If IntegraSeaSpine’s inspection confirms the Microfib Products do not comply with the Specifications, then IntegraSeaSpine, at its expense and at SeaSpineIntegra’s option, within thirty (30) days following the completion of IntegraSeaSpine’s investigation, will either bring the Microfib Products in question into conformance with the Specifications requirements of Section 9.1(a)(ii) or replace the Microfib Products that failed to comply with the Specificationssuch nonconforming Products, in either case, at no additional charge to SeaSpineIntegra. If after inspection, Integra SeaSpine disagrees with SeaSpineIntegra’s determination, the Parties shall submit samples of the Microfib Product in question to a mutually acceptable independent testing laboratory for evaluation to determine whether the Microfib Product complies are in conformance with the Specificationsrequirements of Section 9.1(a)(ii). The results of such evaluation shall be deemed conclusive of the matter, and the non-prevailing party shall bear the costs of the evaluation.

Delivery; Certificate; Inspection and Acceptance. a. Terms for the shipments of the Microfib Products will be FCA (Incoterms, 2010). SeaSpine shall pay shipping and freight costs, which will be added to the invoice for each Order, and SeaSpine shall have the right to choose the carrier so long as such choice complies with the shipping validation for the Microfib Product. SeaSpine may designate the destination of the Products to be delivered hereunder so long as such destination complies with applicable Law. Delivery of the Microfib Products to the carrier at Integra’s shipping point shall constitute delivery to SeaSpine; SeaSpine shall bear all risk of loss or damage in transit. However, Integra reserves the right, in its discretion, to change the exact method of shipment and to make delivery in installments, all such installments to be separately invoiced and paid for when due as provided in Section 6.1, without regard to subsequent deliveries. Delay in delivery of any installment within the parameters set forth in this Article 5 shall not relieve SeaSpine’s obligations to accept remaining deliveries. b. Each shipment of the Microfib Products Product must be accompanied by final Microfib Product testing and inspection results and a certificate, substantially in the form attached hereto as Exhibit E, signed by Integra stating that the Microfib Products comply with the Specifications; the testing, inspections results and certificate shall be set forth by Microfib the Product serial number and must be signed by Integra. c. SeaSpine, upon receipt of the Microfib Products from Integra, shall have thirty (30) days to inspect the Microfib Products with respect to whether or not they comply with the Specifications. If the Microfib Products do not comply with the Specifications, SeaSpine shall notify Integra and provide Integra with samples of the nonconforming Microfib Products (to the extent SeaSpine deems possible) along with such notice and provide Integra with the results of its inspection. If Integra’s inspection confirms the Microfib Products do not comply with the Specifications, then Integra, at its expense and at SeaSpine’s option, within thirty (30) days following the completion of Integra’s investigation, will either bring the Microfib Products in question into conformance with the Specifications requirements of Section 9.1(a)(ii) or replace the Microfib Products that failed to comply with the Specificationssuch nonconforming Products, in either case, at no additional charge to SeaSpine. If after inspection, Integra disagrees with SeaSpine’s determination, the Parties shall submit samples of the Microfib Product in question to a mutually acceptable independent testing laboratory for evaluation to determine whether the Microfib Product complies are in conformance with the Specificationsrequirements of Section 9.1(a)(ii). The results of such evaluation shall be deemed conclusive of the matter, and the non-prevailing party shall bear the costs of the evaluation.