Rejection, Repair & Replacement of Goods & Deliverables
1. In the case of Goods and / or Deliverables not delivered on the agreed delivery date and / or not conforming with the Agreement and without limiting any of its other rights or remedies, Prodolce Ltd may, at its discretion, and whether it has accepted the Goods and / or Deliverables:
1.1 reject the Goods and / or Deliverables (in whole or in part) and return them to Supplier at Supplier’s own risk and expense; and / or
1.2 require Supplier as soon as reasonably practicable to either repair or replace the Goods and / or Deliverables at the site of delivery or Supplier’s premises, whichever Prodolce Ltd shall so determine, or to refund to Prodolce Ltd any amounts paid in respect of any Goods and / or Deliverables which do not correspond with the Agreement (and repaired or replacement Goods and / or Deliverables shall themselves be subject to the obligations in the Agreement); and / or
1.3 in the case of incorrect delivery, require Supplier to promptly reimburse Prodolce Ltd in respect of any cost (including but not limited to freight, clearance, duty and storage charges) incurred by Prodolce Ltd; and / or
1.4 purchase Goods and / or Deliverables elsewhere which, as nearly as practicable, accord with the Agreement (and any extra expense thus incurred shall be paid by Supplier to Prodolce Ltd on demand), provided that before exercising such right to purchase elsewhere Prodolce Ltd shall give Supplier a reasonable opportunity to replace rejected Goods with goods which conform with the Agreement; and / or
1.1.5 claim damages for any other costs, losses or expenses incurred by Prodolce Ltd which are in any way attributable to Supplier’s failure to carry out its obligations under the Agreement.
2 In the event of a rejection (in whole or in part) in accordance with clause 7.1 above Prodolce Ltd shall notify Supplier in writing, and the payment obligation in relation to any such delivery shall be suspended immediately.
3. The parties shall use their reasonable endeavours to resolve any dispute arising pursuant to clauses 6 or 7.1. If no agreement can be reached within 30 days, the parties shall agree on an independent expert (not an arbitrator) whose decision on whether or not the Goods and / or Deliverables in question comply with the Agreement and as to which party should pay his fees (the default result being that the fees shall be borne by the party against whom the expert’s decision is given) shall be final and binding. Each party shall bear its own respective costs in relation to the dispute, notwithstanding the decision reached.
4. If the expert finds that any delivery of the Goods and / or Deliverables has not complied with the Agreement, Prodolce Ltd shall have the rights stated in clause.
5. If the expert finds that the Goods and / or Deliverables comply with the Agreement, Prodolce Ltd shall pay for such Goods and / or Deliverables in accordance with the payment provisions contained in the Agreement.