Common use of INSPECTION, ACCEPTANCE AND REJECTION Clause in Contracts

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. (a) All shipments of Goods and performance of Services Products covered by this Contract shall be received subject to Buyer’s right of inspection, count, testing (which shall be completed within [**] working days after delivery, “Delivery Inspection”), and rejection in accordance with Section 13(c). Supplier shall provide and maintain inspection/quality and process control systems reasonably acceptable to Buyer for production of the Products. Records of all inspections by Supplier shall be kept complete and available to Buyer during the performance of this Contract or for such longer period as may be required by law. Buyer may inspect Products at Supplier’s plant and any other place of manufacture at any time without waiving its right subsequently to reject or revoke acceptance of such Products for any defects. (b) Delivering Products to Buyer doesn’t mean Buyer’s final acceptance. The Products are just in a stage of delivery inspection according to respective specifications and criteria. Payment for Products delivered hereunder shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspectionnot constitute acceptance thereof, and upon all ZTE Kangxun Telecom Co. Ltd Copyright Reserved Page 9 of 35 Ver.2008-10 ZTE ZTE/Acacia Confidentialp payments against documents shall be made with a reservation of rights by Buyer for defects in Products or documents, including, without limitation, defects apparent on the face thereof. Failure of Buyer to inspect shall not relieve Supplier from any of its responsibilities hereunder. Buyer, at its expense, shall furnish, or cause to be furnished, facilities and assistance reasonably necessary to ensure the safety and convenience of any such inspection Buyer shall either accept inspections. (c) When the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In additionProducts do not pass delivery inspection, Buyer shall have inform Supplier the right delivery inspection result within [**] working days following the Products receiving date. For avoidance of doubt, passing the delivery inspection including the LAR (Lots Accepted Rate) inspection only means the Buyer’s acceptance on the package and quantity of Products, and does not constitute the Buyer’s acceptance on the quality of Products and will not relieve Supplier of any inability for defects. For the product that Supplier provides to reject Buyer in batch, LAR shall be no less than [**]%. LAR = Number of qualified batches in IQC during each statistic period IQC: Incoming Quality Control. If any Goods of the Products are found at any time, whether during or Services that are after examination, to be defective in design, materials or workmanship or otherwise to be not in conformance conformity with the Specifications or any term requirements of this Agreement. Transfer Contract, including any applicable specifications, samples, drawings, designs, plans or instructions, Buyer, in addition to such other rights as it may have under this Contract, at law and/or in equity, at its option may: (a) reject the whole batch and Supplier shall be liable for recovery and replacement of title Products within [**] working hours; (b) require Supplier to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goodsinspect Products and remove and replace nonconforming Products with Products conforming to this Contract. Buyer may at its option inspect, sort, remove, correct and replace such Products and Supplier shall provide Supplier within pay the Inspection Period notice of actual cost thereof. If any Goods or Services that Products are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance deduct from the current invoice of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use Supplier the cost of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Servicesrejected Products. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇Buyer, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance materials must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the time of Services delivery, the goods shall be returned at no cost to the District. The District reserves the right to inspect the goods at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery. Unless otherwise specified in the Contract: • When the Contract does not require installation, acceptance shall occur thirty (30) calendar days after delivery, unless the District has notified the Vendor in writing that the product delivered does not meet the District’s specification requirements. • When the Contract requires installation, acceptance shall occur fourteen (14) calendar days after completion of installation, unless the District has notified the Vendor in writing that the products(s) delivered does not meet the District’s specification requirements, that the product is not installed correctly or fails to pass test procedures or programs identified in the Contract. • When the Contract requires the delivery of services, acceptance shall occur fourteen (14) calendar days after delivery of the services, unless the District has notified the Vendor in writing that the services do not meet the District’s requirements or otherwise fail to pass the Vendor’s established test procedures or programs, or test procedures or programs identified in the Contract. • If the Vendor delivers nonconforming goods, the District may, at its option and at Vendor’s expense: (i) return the item(s) for a full refund; (ii) require Vendor to promptly correct or replace the nonconforming item(s); or (iii) obtain replacement item(s) from another source, subject to Vendor being responsible for any cover costs. A Vendor shall not redeliver corrected or rejected item(s) without first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the District to redeliver the corrected Item(s). Repair, replacement, and other correction and redelivery shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term terms of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or ServicesContract. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. a. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-non- compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. (a) All shipments of Goods and performance of and/or Services shall be are subject to Buyerinspection and testing by PAR at any place that PAR may reasonably designate and before PAR’s right acceptance. (b) Payment for any Goods and/or Services prior to PAR’s timely rejection of inspection. Buyer shall have ninety such Goods and/or Services (90or any Deliverables therefrom) days (the “Inspection Period“) following the delivery as non-conforming will not be deemed to constitute PAR’s acceptance of the Goods at and/or Services (or any Deliverables therefrom). (c) If the Delivery Point Purchase Order covers the design and/or construction of Goods by Supplier, PAR’s review or performance approval of Supplier’s designs, drawings or other material shall not relieve Supplier of responsibility for errors in design, construction, or performance, nor constitute a waiver of Supplier’s responsibility for complying with any of the Services Specifications and other conditions of the Purchase Order. (d) In addition to undertake such inspectionany other rights it may have, and upon such inspection Buyer shall either accept PAR expressly reserves the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right right, without liability hereunder, to refuse acceptance of and/or reject any Goods and/or Services (or any Deliverables therefrom) that are delivered (i) do not conform in excess all respects to (A) any instructions contained in or the terms and conditions of the quantity ordered or are damaged or defective. In additionPurchase Order (including quantities and Delivery Date(s)), Buyer shall have the right to reject any Goods or Services that are not in conformance with (B) the Specifications or (C) the warranties contained herein and, if broader, any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide other warranties made by Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or and/or Services, and such warranties shall survive inspectionnotwithstanding PAR’s knowledge of a non-conformity, testits substantiality or the cause of its discovery, Acceptance and use (ii) are in excess of the quantities or different Goods and/or Services than specified in the Purchase Order, or Services(iii) violate applicable law. b. Buyer shall be entitled to (e) At PAR’s option, PAR may (i) return rejected non- conforming Goods to Supplier for a full refund or credit; (ii) require Supplier to replace the non-conforming Goods with conforming Goods and/or re-perform the Services at no additional cost to PAR; (iii) require Supplier to repair non-conforming Goods so that such non-conforming Goods meet the applicable requirements (including those set forth in the Specifications); or (iv) accept non-conforming Goods and/or Services subject to receipt of a refund or credit in an amount PAR reasonably determines to represent the diminished value of the non-conforming Goods and/or Services. Goods and/or Services corrected or replaced by Supplier shall be subject to all of the provisions of the Purchase Order in the manner and to the same extent as Goods and/or Services originally furnished under the Purchase Order. (f) Without limitation of the foregoing remedies, PAR may hold any rejected Goods at Supplier’s expense sole risk and risk of loss forexpense, including storage charges, while awaiting Supplier’s return shipping instructions. Supplier will bear all return shipping charges, including insurance charges PAR incurs on Supplier’s behalf. PAR may, in its sole discretion, destroy or sell at Buyer’s option, either: (i) full credit a public or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to private sale any rejected Goods that are returned to Supplier for which PAR does not receive return shipping instructions within a reasonable time (which shall transfer to Supplier upon such be not more than two days from Supplier’s receipt of PAR’s notice of rejection), and apply the proceeds, if any, first toward any storage charges. (g) Any provision herein for delivery and such of Goods by installment shall not be replaced by construed as rendering the obligations of Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds severable. (h) PAR’s acceptance of non-compliance with this Agreement, unless delivery conforming Goods (including quantities and Delivery Date(s)) and/or Services shall not be deemed a waiver by PAR of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s)its rights or remedies under the Purchase Order or applicable law.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall furnished under the applicable Purchase Order will be subject to Buyer’s right final inspection and approval at Buyer’s premises within a reasonable time after delivery, irrespective of inspectionpayment date. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon Upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications specifications of the applicable Purchase Order or any term of this Agreement. Buyer’s T&C. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period Seller notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect SupplierSeller’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier Seller at SupplierSeller’s expense and risk of loss for, at Buyer▇▇▇▇▇’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier Seller for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer▇▇▇▇▇. Title to rejected Goods that are returned to Supplier Seller shall transfer to Supplier Seller upon such delivery and such Goods shall not be replaced by Supplier Seller except upon written instructions from Buyer. Supplier Seller shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement▇▇▇▇▇’s T&C, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s). Buyer reserves the right to have a representative (either Buyer’s personnel or contracted personnel) in Seller’s facilities to inspect any material covered by the applicable Purchase Order at any reasonable time from the start of manufacturing until final shipment of conforming Goods.

INSPECTION, ACCEPTANCE AND REJECTION. a. (a) All shipments of Goods Deliverables may be inspected and performance of Services tested by Buyer or its designee, ▇▇▇▇▇’s Customers and/or any competent regulatory authority, at all reasonable times and places, including during manufacture. Seller shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspectionprovide, without additional charge, all reasonable facilities and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons assistance for such rejectioninspections and tests. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss forSuch inspection may, at Buyer’s option, either: (i) full credit include confirmation of Seller’s compliance with any or refund all requirements of the Order. Seller shall permit access to Seller’s facilities, for such inspection or testing, at all amounts paid reasonable times and provide all tools, facilities and assistance reasonably necessary for such inspection and/or confirmation. All Goods are subject to final inspection and acceptance at any time after delivery to Buyer. Inspection or test of any item by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not constitute acceptance. (b) All inspection records relating to Deliverables covered by the Order shall be replaced available to Buyer until the later of five (5) years after final payment, final resolution of any dispute involving the Goods, the latest time specified in the Order, or the latest time required by Supplier except upon written instructions from Buyer. Supplier applicable law. (c) Payment or transfer of title shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreementconstitute acceptance. (d) Deliverables furnished hereunder shall have zero defects, unless delivery of such Goods is approved in advance by and ▇▇▇▇▇▇ has the obligation to properly inspect such items prior to delivery to Buyer. If any Deliverables covered by the Order are defective or otherwise not in conformity with the requirements of the Order, Buyer may, (i) rescind the Order as to such Deliverables, and is rescind the entire Agreement if such defect or non-conformity materially affects Buyer; (ii) accept such Deliverables at an equitable reduction in price; or (iii) reject such Deliverables and require the delivery of replacements. Deliveries of replacements shall be accompanied by a written disclosure of Buyernotice specifying that such Deliverables are replacements. If Seller fails to deliver required replacements promptly, Buyer may (i) replace, obtain or correct such Deliverables and charge Seller the cost occasioned Buyer thereby, and/or (ii) terminate the Order for cause. (e) Rejected Deliverables may be returned to Seller at Seller’s prior rejection(s)cost.

INSPECTION, ACCEPTANCE AND REJECTION. a. 11.1 All shipments of Goods goods and performance of Services services shall be subject subjected to Buyer’s the customer's right of inspection. Buyer , and the customer shall have ninety (90) be granted a period of 90 days (the “Inspection Period“) following inspection period), starting from the date of receiving the goods at the point of delivery or the execution of the Goods at services due to the Delivery Point or performance of customer’s undertaking to inspect. Once the Services to undertake such customer performs the inspection, he shall be entitled to reject or accept those goods or services by sending a written notice to the Manufacturer during the inspection period of any rejected goods or services, provided that the reasons for rejection shall be indicated, and upon such in the event that the customer does not send a rejection notice to the Manufacturer during the inspection Buyer period, the customer shall either be deemed to accept those goods or services. It is also added that the Goods or Services (“Acceptance“) or reject them. Buyer shall have customer has the right to reject goods exceed the required quantity, and to reject damaged, defective or non-conforming specifications or any Goods of the terms of the agreement. He is also entitled to return the rejected goods to the Manufacturer at the expense of the manufacturer and all these goods shall be registered as credited goods or refund the sums paid by the customer to the Manufacturer for those rejected goods. The title of the rejected goods that are delivered in excess returned to the Manufacturer shall be transferred once they are returned, and the customer has the right to replace those rejected goods after submitting a written replacement request to the Manufacturer. 11.2 After the execution of the quantity ordered terms and conditions contained in article 6 , any complaint regarding the apparent defects shall be submitted within a period of eight days after receiving the goods or are damaged completion of works or defectiveorders submitted regarding any complaint related to post completion of the delivery procedures within two days from the date of good receipt according to an exclusively registered letter to the Manufacturer. In additionthe event that this period of time expires, Buyer any right of the customer regarding these defects and any liability or guarantee on the Manufacturer shall have expire, and any complaint regarding any part of the goods that is delivered does not give the customer the right to reject any Goods or Services full shipment. 11.3 Any complaint related to hidden defects that are not apparent shall be submitted immediately upon their discovery and within the warranty period stipulated in conformance Clause 14-2 after receiving the goods or completing the works or related orders only under a registered letter to the Manufacturer address exclusively. In the event that this period of time lapses, the validity of any right of the customer regarding these defects or any liability or warranty on the part of the manufacturer shall lapse 11.4 The procedures related to the defects shall start within a period of 6 months after the date of submitting the aforementioned complaint on the specified date, provided that the penalties shall interrupt validity expiration 11.5 The defects in which a complaint was filed shall be legally addressed on the specified date at the expense of the manufacturer within a reasonable period of time after the date of submitting the complaint. However, the manufacturer has the right to completely or partially terminate the agreement in which the complaint was submitted, and the Manufacturer is only obligated to refund the amount paid, in whole or in part, as well as not paying any penalties. 11.6 The customer shall not be entitled to make any claims regarding defects arising in whole or in part due to the following: A) The customer's failure or its affiliated third party to comply with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within instructions issued by the Inspection Period notice of any Goods or Services that are rejected, together with manufacturer regarding the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods supplied goods or Services hereunder the expected normal use. B) The normal wear and tear C) Application of any law by the relevant authorities with regard to the nature or quality of the modified materials. D) The materials and means of production used in consultation with the customer or the goods or materials and means of production that were known to the customer or that were applied according to its instructions E) The materials or goods delivered by or on behalf of the customer. 11.7 In the event that the customer does not legally comply in the specified time with any obligation arising from the agreement concluded with the manufacturer or any agreement related to the manufacturer; the customer shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with submit its claims regarding this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).agreement

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety fifteen (9015) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected request replacement or repair of the Goods to Supplier at the Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyerrisk. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇Buyer, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to BuyerMPAC’s right of inspectioninspection and acceptance. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer MPAC shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement, and any Goods that are delivered in excess of the quantity ordered or are damaged or defective. Transfer of title to Buyer MPAC of Goods shall not constitute BuyerMPAC’s Acceptance acceptance of those Goods. Buyer shall provide Supplier If, within the Inspection Period notice of 90 days after delivery, MPAC determines that any Goods or and/or Services that are rejecteddefective, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss forMPAC may reject them and, at BuyerMPAC’s optionoption and at Vendor’s sole cost and expense, either: require Vendor to (i) provide a full credit or refund of all amounts paid by Buyer MPAC to Supplier Vendor for the rejected Goods; , or (ii) replacement replace the defective Goods to be received or re-perform the defective Services within the time period specified by BuyerMPAC, acting reasonably. Title to rejected Goods that are returned to Supplier Vendor shall transfer to Supplier Vendor upon such delivery delivery. Should Vendor fail to comply with the foregoing, MPAC may, at its option and such in addition to any other recourse available to MPAC under this Agreement, terminate the Agreement, in whole or in part, with Vendor bearing all costs and risks associated with the rejected Goods shall not be replaced by Supplier except upon written instructions from Buyerand/or Services. Supplier Vendor agrees to reimburse MPAC for all transportation and other related costs incurred and overpayments made in respect of the rejected Goods and/or Services. Vendor shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, MPAC and is accompanied by a written disclosure of BuyerMPAC’s prior rejection(s). MPAC’s inspection, testing, or acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Vendor’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, testing, acceptance and use of the Goods or Services.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services goods (which term throughout this Contract includes, without limitation, processes, technical information, computer software, raw materials, components, intermediate assemblies, end products and, where applicable, services to be performed hereunder) shall be subject to Buyer’s right inspection and test at all times and places, including the period of inspectionmanufacture, by ALLTEC, and also the Government if this is an order that is placed under a Government contract. Buyer Inspectors shall have ninety (90) days (access to all areas on the “Inspection Period“) following premises of the Seller or of Seller's subcontractors in which work on this Contract is being performed. If this Contract calls for the delivery of goods for installation on aircraft, the Goods at the Delivery Point or performance right of inspection and test shall extend to representatives of the Services Federal Aviation Administration, and, if nondomestic, equivalent foreign government agencies. b. Seller and Seller's subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost. Seller shall furnish to undertake such inspectors all information and data as may be reasonably required to perform their inspection. All goods to be delivered hereunder shall be subject to final inspection, test and upon acceptance by ALLTEC at destination, notwithstanding any payment or inspection at source. ALLTEC shall accept or give notice of rejection of goods delivered hereunder within a reasonable time after receipt of such inspection Buyer goods. Acceptance by ALLTEC shall either accept not waive any rights that ALLTEC might otherwise have at law or by express reservation in this Contract with respect to any nonconformity. c. Any tender of goods which is nonconforming as to the Goods quality or Services (“Acceptance“) quantity or the delivery schedule shall constitute a breach of this Contract and ALLTEC shall have the absolute right to reject themsuch goods, in whole or in part, and notify Seller thereof. Buyer In the event of such a tender, ALLTEC shall be entitled to all remedies as provided by law, and in addition thereto shall have the right to do any or all of the following: (1) to hold such nonconforming goods for a reasonable period at Seller's risk and expense pending a determination to accept or reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).thereof;

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall furnished under the applicable Purchase Order will be subject to Buyer’s right final inspection and approval at Buyer’s premises within a reasonable time after delivery, irrespective of inspectionpayment date. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon Upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications specifications of the applicable Purchase Order or any term of this Agreement. Buyer’s T&C. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period Seller notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect SupplierSeller’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier Seller at SupplierSeller’s expense and risk of loss for, at Buyer▇▇▇▇▇’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier Seller for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier Seller shall transfer to Supplier Seller upon such delivery and such Goods shall not be replaced by Supplier Seller except upon written instructions from Buyer. Supplier Seller shall not deliver Goods that were previously rejected on grounds of non-non- compliance with this Agreement▇▇▇▇▇’s T&C, unless delivery of such Goods is approved in advance in writing by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer▇▇▇▇▇’s prior rejection(s). Buyer reserves the right to have a representative (either Buyer’s personnel or contracted personnel) in Seller’s facilities to inspect any material covered by the applicable Purchase Order at any reasonable time from the start of manufacturing until final shipment of conforming Goods. Buyer and its designees shall have the right to audit and inspect Seller and Seller’s suppliers’ records and facilities to determine Seller’s and its supplier’s compliance with the Purchase Order. c. Regardless of delivery terms, title to and risk of loss of the Goods under the applicable Purchase Order shall not pass to Buyer until ▇▇▇▇▇'s receipt and acceptance of the Goods. Any damage to Goods caused during transit shall be repaired or replaced at Seller’s sole cost and expense. d. Buyer is not obligated to any minimum purchase or future purchase obligations under this Order. Forecasts, estimates and similar projections of Buyer are not purchase commitments.

INSPECTION, ACCEPTANCE AND REJECTION. a. A. All shipments of Goods and performance of Services shall be Products are subject to (a) inspection during manufacture, (b) inspection prior to shipment, and (c) final inspection and acceptance at destination, notwithstanding the F.O.B. point or any payment or prior inspection at source. Final inspection and acceptance will be made at a reasonable time after receipt of Products. B. Seller shall furnish to Buyer’s right , if requested, all information and data as may be reasonably required by Buyer in order to perform inspection and acceptance. C. Inspection and Acceptance of inspection. any Products by Buyer or the Government shall have ninety (90) days (not be deemed to alter or affect the “Inspection Period“) following obligations of Seller or the delivery rights of Buyer and its customers under Warranties herein or as may be provided by law. D. Buyer's failure to inspect any of the Goods at Products hereunder shall neither relieve Seller from responsibility for such Products as are not in accordance with the Delivery Point requirements of this Order nor impose liability on Buyer therefor. E. Any tender of Products which is nonconforming as to quality, quantity or performance delivery schedule shall constitute a breach of the Services to undertake such inspection, this Order and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the absolute right to reject such Products. Buyer shall notify Seller as to such rejection and Buyer shall have all such remedies as provided by law and this Order, including, but not limited to (a) hold such rejected Products or return same to Seller at Buyer's election and at Seller's risk and expense, (b) replace or correct Seller's Products and charge to Seller the cost occasioned to Buyer thereby or require the delivery or replacement of such Products at an equitable reduction in price, if Seller fails to remove promptly such rejected Products or unless Seller corrects or replaces the defective Products within the time required by the delivery schedule, and (c) recover by offset or otherwise any Goods that are delivered and all damages, expenses or costs caused to or experienced by Buyer as a result of such rejection or which may result from a series of rejections. F. If the unit price of the Products being ordered exceeds $50.00, or the total Order price is in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services$25,000.00, and such warranties shall survive inspection, test, Acceptance if rejected Products are later repaired or corrected in some manner and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are being returned to Supplier Buyer, Seller shall transfer indicate on an appropriate tag affixed to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods Products (a) that the Products were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇Buyer, and is accompanied by a written disclosure of Buyer’s prior rejection(s)(b) describe the specific defect(s) which was repaired or corrected.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods goods and performance of Services services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods goods at the Delivery Point delivery point or performance of the Services services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods goods or Services services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods goods that are delivered in excess of the quantity ordered or which are damaged or defective. In addition, Buyer shall have the right to reject any Goods goods or Services services that are not in conformance with the Specifications specifications or any term of this Agreementagreement. Transfer of title to Buyer of Goods goods shall not constitute Buyer’s Acceptance acceptance of those Goodsgoods. Buyer shall provide Supplier within the Inspection Period inspection period notice of any Goods goods or Services services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Periodinspection period, then Buyer will be deemed to have provided Acceptance acceptance of such Goods goods or Servicesservices. Buyer’s inspection, testing, or Acceptance acceptance or use of the Goods goods or Services services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods goods or Servicesservices, and such warranties shall survive inspection, test, Acceptance acceptance and use of the Goods goods or Servicesservices. b. Buyer shall be entitled to return rejected Goods goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goodsgoods; or (ii) replacement Goods goods to be received within the time period specified by Buyer. Title to rejected Goods goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods goods that were previously rejected on grounds of non-compliance with this Agreementagreement, unless delivery of such Goods goods is approved in advance by ▇▇▇▇▇Buyer, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. A. All shipments of Goods and performance of Services shall be products are subject to (a) inspection during manufacture (b) inspection prior to shipment, and (c) final inspection and acceptance at destination, notwithstanding the F.O.B. point or any payment or prior inspection at source. Final inspection and acceptance will be made at a reasonable time after receipt of Products. B. Seller shall furnish to Buyer, if requested, all information and data s may be reasonably required by Buyer in order to perform inspection and acceptance. C. Inspection and Acceptance of any Products by Buyer or the Government shall not be deemed to alter or affect the obligations of Seller or the rights of Buyer and its customers under Warranties herein or as may be provided by law. D. ▇▇▇▇▇’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery failure to inspect any of the Goods at Products hereunder shall neither relive Seller from responsibility for such P products as are not in accordance with the Delivery Point requirements of this Order nor impose liability on Buyer therefor. E. Any tender of Products which is nonconforming as to quality, quantity or performance delivery schedule shall constitute a breach of the Services to undertake such inspection, this Order and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the absolute right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defectivesuch Products. In addition, Buyer shall notify Seller as to such rejection and Buyer shall have the right all such remedies as provided by law and this Order, including, but not limited to reject any Goods (a) hold such rejected Products or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title return same to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, Seller at Buyer’s optionelection and at Seller’s risk and expense, either: (ib) full credit replace or refund correct Seller’s Products and charge to Seller the cost occasioned to Buyer thereby or require the delivery or replacement of all amounts paid by Buyer such Products at an equitable reduction in price. If Seller fails to Supplier for remove promptly such rejected Products or unless Seller corrects or replaces the rejected Goods; or (ii) replacement Goods to be received defective Products within the time period specified required by Buyer. Title the delivery schedule, and (c) recover by offset or otherwise any and all damages, expenses or costs caused to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance or experienced by ▇▇▇▇▇▇ as a result of such rejection or which result from a series of rejections. F. If any inspection is made by Buyer or the Government on premises of Seller or a subcontractor Seller without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of Buyer and Government inspection in the performance of their duties. G. Seller shall notify Buyer of non-conforming product, and is accompanied provide arrangements for approval (Disposition) of non- conforming product by a written disclosure Buyers Quality Control. H. Seller shall flow down to sub-tier suppliers all applicable requirements of Buyer’s prior rejection(s)this purchasing document.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services goods (which term throughout this Contract includes, without limitation, processes, technical information, computer software, raw materials, components, intermediate assemblies, end products and, where applicable, services to be performed hereunder) shall be subject to Buyer’s right inspection and test at all times and places, including the period of manufacture, by VAN-AM TOOL & ENGINEERING LLC., and also the Government if this is an order that is placed under a Government contract. Inspectors shall have access to all areas on the premises of the Seller or of Seller's subcontractors in which work on this Contract is being performed. b. Seller and Seller's subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost. Seller shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. Buyer All goods to be delivered hereunder shall be subject to final inspection, test and acceptance by VAN-AM TOOL & ENGINEERING LLC., at destination, notwithstanding any payment or inspection at source. VAN-AM TOOL & ENGINEERING LLC., shall accept or give notice of rejection of goods delivered hereunder within a reasonable time after receipt of such goods. Acceptance by VAN-AM TOOL & ENGINEERING LLC., shall not waive any rights that VAN-AM TOOL & ENGINEERING LLC., might otherwise have at law or by express reservation in this Contract with respect to any nonconformity. c. Any tender of goods which is nonconforming as to the quality or quantity or the delivery schedule shall constitute a breach of this Contract and VAN-AM TOOL & ENGINEERING LLC., shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point absolute right to reject such goods, in whole or performance of the Services to undertake such inspectionin part, and upon notify Seller thereof. In the event of such inspection Buyer a tender, VAN-AM TOOL & ENGINEERING LLC., shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer be entitled to all remedies as provided by law, and in addition thereto shall have the right to do any or all the following: (1) To hold such nonconforming goods for a reasonable period at Seller's risk and expense pending a determination to accept or reject any Goods that are delivered in excess of or all thereof; (2) To return such nonconforming goods to Seller at VAN-AM TOOL & ENGINEERING LLC.,’s election and at Seller's risk and expense for replacement or correction; (3) To accept such nonconforming goods subject to an equitable price reduction; (4) To replace or correct such nonconforming goods and charge to Seller the quantity ordered cost occasioned to VAN-AM TOOL & ENGINEERING LLC., thereby; or (5) To recover by offset or are damaged otherwise any and all expenses, costs, price reductions, and damages paid, incurred, or defective. In additionsuffered by VAN-AM TOOL & ENGINEERING LLC., Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance as a result of such Goods or Services. Buyer’s inspectionholding, testingreturn, replacement, correction, reductions, or Acceptance or use rejections of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Servicesnonconforming goods. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss ford. Product that has been found nonconforming during any processing, at Buyer’s option, either: (i) full credit machining or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods other contracted requirements shall not be replaced by Supplier except upon reworked or repaired without written instructions consent from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of nonVAN-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of BuyerAM TOOL & ENGINEERING LLC.,’s prior rejection(s)quality or Purchasing Manager.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“”) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this the Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this the Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, Buyer and is accompanied by a written disclosure of Buyer▇▇▇▇▇’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall furnished under the applicable Purchase Order will be subject to Buyer’s right final inspection and approval at Buyer’s premises within a reasonable time after delivery, irrespective of inspectionpayment date. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon Upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications specifications of the applicable Purchase Order or any term of this Agreement. Buyer’s T&C. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period Seller notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect SupplierSeller’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier Seller at SupplierSeller’s expense and risk of loss for, at Buyer▇▇▇▇▇’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier Seller for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier Seller shall transfer to Supplier Seller upon such delivery and such Goods shall not be replaced by Supplier Seller except upon written instructions from Buyer. Supplier Seller shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement▇▇▇▇▇’s T&C, unless delivery of such Goods is approved in advance in writing by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer▇▇▇▇▇’s prior rejection(s). Buyer reserves the right to have a representative (either Buyer’s personnel or contracted personnel) in Seller’s facilities to inspect any material covered by the applicable Purchase Order at any reasonable time from the start of manufacturing until final shipment of conforming Goods. Buyer and its designees shall have the right to audit and inspect Seller and Seller’s suppliers’ records and facilities to determine Seller’s and its supplier’s compliance with the Purchase Order. c. Regardless of delivery terms, title to and risk of loss of the Goods under the applicable Purchase Order shall not pass to Buyer until ▇▇▇▇▇'s receipt and acceptance of the Goods. Any damage to Goods caused during transit shall be repaired or replaced at Seller’s sole cost and expense. d. Buyer is not obligated to any minimum purchase or future purchase obligations under this Order. Forecasts, estimates and similar projections of Buyer are not purchase commitments.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. b. . Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, Buyer and is accompanied by a written disclosure of Buyer▇▇▇▇▇’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments Unless otherwise specified in the Statement of Goods Work, and subject to Section 39, Invoices and Payments: a) Contractor and its subcontractors shall provide and maintain a quality assurance system acceptable to the State covering Deliverables and Services under this Contract and will tender to the State only those Deliverables that have been inspected and found to conform to this Contract’s requirements. Contractor will keep records evidencing inspections and their result, and will make these records available to the State during Contract performance and for three (3) years after final payment. Contractor shall permit the State to review procedures, practices, processes, and related documents to determine the acceptability of Contractor’s quality assurance system or other similar business practices directly related to performance of Services shall the Contract. b) All Deliverables may be subject to Buyer’s right final inspection, test and acceptance by the State or its authorized representatives. Deliverables may be subject to inspection, test and acceptance at destination, notwithstanding any payment or inspection at source shall not be considered proof of acceptance by the State. c) Contractor and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. Contractor shall furnish to inspectors, at no additional cost to the State, all information and data as may be reasonably required to perform their inspection. Buyer . d) The State shall have ninety (90) days (the “Inspection Period“) following the delivery give written notice of the Goods at the Delivery Point rejection of Deliverables delivered or Services performed hereunder within a reasonable time after receipt of such Deliverables or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject themServices. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period Such notice of any Goods rejection will state the respects in which the Deliverables or Services that are rejectedServices, together with the reasons for such rejectiondo not substantially conform to their specifications. If Buyer the State does not provide Supplier with any such notice of rejection within the Inspection Periodthirty (30) days of delivery for all purchases, then Buyer such Deliverables and Services will be deemed to have provided been accepted. Acceptance of such Goods or Servicesby the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit be construed to waive any warranty rights that the State might have at law or otherwise affect Supplier’s warranty obligations hereunder by express reservation in this Contract with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Servicesany nonconformity. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance of Services shall furnished under the applicable Purchase Order will be subject to Buyer’s right final inspection and approval at Buyer’s premises within a reasonable time after delivery, irrespective of inspectionpayment date. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon Upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications specifications of the applicable Purchase Order or any term of this Agreement. Buyer’s T&C. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period Seller notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect SupplierSeller’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance acceptance and use of the Goods or Services. b. Buyer shall be entitled to return rejected Goods to Supplier Seller at SupplierSeller’s expense and risk of loss for, at Buyer▇▇▇▇▇’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier Seller for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier Seller shall transfer to Supplier Seller upon such delivery and such Goods shall not be replaced by Supplier Seller except upon written instructions from Buyer▇▇▇▇▇. Supplier Seller shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement▇▇▇▇▇’s T&C, unless delivery of such Goods is approved in advance in writing by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer▇▇▇▇▇’s prior rejection(s). Buyer reserves the right to have a representative (either Buyer’s personnel or contracted personnel) in Seller’s facilities to inspect any material covered by the applicable Purchase Order at any reasonable time from the start of manufacturing until final shipment of conforming Goods. Buyer and its designees shall have the right to audit and inspect Seller and Seller’s suppliers’ records and facilities to determine Seller’s and its supplier’s compliance with the Purchase Order. c. Regardless of delivery terms, title to and risk of loss of the Goods under the applicable Purchase Order shall not pass to Buyer until ▇▇▇▇▇'s receipt and acceptance of the Goods. Any damage to Goods caused during transit shall be repaired or replaced at Seller’s sole cost and expense. d. Buyer is not obligated to any minimum purchase or future purchase obligations under this Order. Forecasts, estimates and similar projections of Buyer are not purchase commitments.

INSPECTION, ACCEPTANCE AND REJECTION. a. All shipments of Goods and performance materials must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the time of Services delivery, the goods shall be returned at no cost to the District. The District reserves the right to inspect the goods at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery. Unless otherwise specified in the Contract: When the Contract does not require installation, acceptance shall occur thirty (30) calendar days after delivery, unless the District has notified the Vendor in writing that the product delivered does not meet the District’s specification requirements. When the Contract requires installation, acceptance shall occur fourteen (14) calendar days after completion of installation, unless the District has notified the Vendor in writing that the products(s) delivered does not meet the District’s specification requirements, that the product is not installed correctly or fails to pass test procedures or programs identified in the Contract. When the Contract requires the delivery of services, acceptance shall occur fourteen (14) calendar days after delivery of the services, unless the District has notified the Vendor in writing that the services do not meet the District’s requirements or otherwise fail to pass the Vendor’s established test procedures or programs, or test procedures or programs identified in the Contract. If the Vendor delivers nonconforming goods, the District may, at its option and at Vendor’s expense: (i) return the item(s) for a full refund; (ii) require Vendor to promptly correct or replace the nonconforming item(s); or (iii) obtain replacement item(s) from another source, subject to Vendor being responsible for any cover costs. A Vendor shall not redeliver corrected or rejected item(s) without first, disclosing the former rejection or requirement for correction; and second, obtaining written consent of the District to redeliver the corrected Item(s). Repair, replacement, and other correction and redelivery shall be subject to Buyer’s right of inspection. Buyer shall have ninety (90) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term terms of this Agreement. Transfer of title to Buyer of Goods shall not constitute Buyer’s Acceptance of those Goods. Buyer shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. If Buyer does not provide Supplier with any notice of rejection within the Inspection Period, then Buyer will be deemed to have provided Acceptance of such Goods or Services. Buyer’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or ServicesContract. b. Buyer shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at Buyer’s option, either: (i) full credit or refund of all amounts paid by Buyer to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by Buyer. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from Buyer. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with this Agreement, unless delivery of such Goods is approved in advance by ▇▇▇▇▇, and is accompanied by a written disclosure of Buyer’s prior rejection(s).