RIX Industries Flow Downs

3/30/2020

Description:

Conditional Acceptance

Clause:

(a) If Buyer determines, in its sole discretion, to accept Goods with a defect or nonconformance, Buyer may withhold from any related payment to Seller an amountequal to the greater of (i) the Contract price of the defective or non-conformingGoods, or (ii) the amount withheld by Buyer’s customer related to the defective ornon-conforming Goods (such amount, the “Nonconformance Value”). If theamount payable for the defective or non-conforming Goods is insufficient tocover the Nonconformance Value, Buyer may withhold against any amounts dueto Seller under this Contract or other contracts between Buyer and Seller.(b) If Seller notifies Buyer of a defect or non-conformance in the Goods after Buyerhas paid the Contract price for such Goods, regardless of whether Buyer hasaccepted the Goods, Buyer may withhold the Nonconformance Value from anyamounts due to Seller under this Contract or other contracts between Buyer andSeller.(c) If Seller remedies the defective or non-conforming Goods in accordance with thisContract, Buyer shall pay Seller the withheld Nonconformance Value, minus anyamounts Buyer may otherwise be entitled to in accordance with this Contract.