Common use of Inspection and Quality Assurance Clause in Contracts

Inspection and Quality Assurance. All Products will, before delivery, be subject to inspection, tests, and audits by Company or its agent at reasonable times and places. Seller agrees to provide access for Company to its facilities at all reasonable times for such inspection, tests, and audits, and, at no additional cost, to provide all assistance and facilities reasonably necessary to perform the same. Neither the inspection, testing, or auditing of any Products before delivery to Company nor the failure to do so will constitute acceptance of any Products, or relieve Seller from exclusive responsibility for furnishing Products in strict conformance with the Company’s specifications. Seller warrants that it has and will maintain an adequate quality control/assurance program with respect to the production and delivery of Products such that all Products delivered by Seller to Company will comply with Company’s specifications and Seller’s warranties contained herein, and that Seller creates and maintains adequate quality control/assurance reports, certificates, affidavits, and other such records relating to the Products. Seller agrees that, upon request and at no additional charge, it will promptly furnish authenticated copies thereof, as well as applicable certificates of conformance and/or compliance acceptable to Company, at the time of, or promptly after, delivery. Seller agrees to promptly reimburse all losses, claims and expenses that arise directly or indirectly and in whole or in part from Seller’s failure to provide Products in conformance with the Company’s specifications, including, without limitation, all expenses associated with line down time, rework charges and any need to secure alternate supply, and regardless of whether such losses, claims and expenses are incurred directly by Company or by Company’s customer; Company may debit and set off amounts otherwise due and owning or to become due and owing to Seller or Seller’s affiliates in order to recover such expenses and without prejudice to other remedies that may be available to Company. IF THE PRODUCTS INVOLVE SERVICES, SELLER WARRANTS THAT SUCH SERVICES WILL BE DELIVERED IN ACCORDANCE WITH THE HIGHEST STANDARDS OF PROFESSIONAL AND ETHICAL COMPETENCE AND INTEGRITY IN SELLER’S INDUSTRY, AND TO ENSURE THAT EMPLOYEES ASSIGNED TO PERFORM ANY SUCH SERVICES UNDER THE CONTRACT WILL CONDUCT THEMSELVES IN A MANNER CONSISTENT THEREWITH; SELLER FURTHER WARRANTS THAT SERVICES WILL BE RENDERED BY SELLER IN (I) AN EFFICIENT, SAFE, COURTEOUS AND BUSINESSLIKE MANNER; (II) IN ACCORDANCE WITH ANY SPECIFIC INSTRUCTIONS ISSUED FROM TIME TO TIME BY COMPANY AND (III) TO THE EXTENT CONSISTENT WITH THE FOREGOING, IN AN ECONOMICALLY EFFICIENT MANNER.

Inspection and Quality Assurance. All Products will, before delivery, be subject to inspection, tests, and audits by Company or its agent at reasonable times and places. Seller agrees to provide access for Company to its facilities at all reasonable times for such inspection, tests, and audits, and, at no additional cost, to provide all assistance and facilities reasonably necessary to perform the same. Neither the inspection, testing, or auditing of any Products before delivery to Company nor the failure to do so will constitute acceptance of any Products, or relieve Seller from exclusive responsibility for furnishing Products in strict conformance with the Company’s specifications. Seller warrants that it has and will maintain an adequate quality control/assurance program with respect to the production and delivery of Products such that all Products delivered by Seller to Company will comply with Company’s specifications and Seller’s warranties contained herein, and that Seller creates and maintains adequate quality control/assurance reports, certificates, affidavits, and other such records relating to the Products. Seller agrees to conform to the AEES Supplier Quality Manual document number NMSQM74- 01.00, as modified from time to time. Seller agrees that, upon request and at no additional charge, it will promptly furnish authenticated copies thereof, as well as applicable certificates of conformance and/or compliance acceptable to Company, at the time of, or promptly after, delivery. Seller agrees to promptly reimburse all losses, claims and expenses that arise directly or indirectly and in whole or in part from Seller’s failure to provide Products in conformance with the Company’s specifications, including, without limitation, all expenses associated with line down timetime and overtime, rework charges and any need to secure alternate supply, and regardless of whether such losses, claims and expenses are incurred directly by Company or by Company’s customer; Company may debit and set off amounts otherwise due and owning or to become due and owing to Seller or Seller’s affiliates in order to recover such expenses and without prejudice to other remedies that may be available to Company. IF THE PRODUCTS INVOLVE SERVICES, SELLER WARRANTS THAT SUCH SERVICES WILL BE DELIVERED IN ACCORDANCE WITH THE HIGHEST STANDARDS OF PROFESSIONAL AND ETHICAL COMPETENCE AND INTEGRITY IN SELLER’S INDUSTRY, AND TO ENSURE THAT EMPLOYEES ASSIGNED TO PERFORM ANY SUCH SERVICES UNDER THE CONTRACT WILL CONDUCT THEMSELVES IN A MANNER CONSISTENT THEREWITH; SELLER FURTHER WARRANTS THAT SERVICES WILL BE RENDERED BY SELLER IN (I) AN EFFICIENT, SAFE, COURTEOUS AND BUSINESSLIKE MANNER; (II) IN ACCORDANCE WITH ANY SPECIFIC INSTRUCTIONS ISSUED FROM TIME TO TIME BY COMPANY AND (III) TO THE EXTENT CONSISTENT WITH THE FOREGOING, IN AN ECONOMICALLY EFFICIENT MANNER.