6.1 Disposal of Unqualified Incoming Materials
6.1.1 If Party A finds unqualified batches after having inspected Party B’s products, Party A’s procurement or incoming inspection team will send an “Inspection Report on Incoming Materials” to Party B. The unqualified batches will be disposed according to Party A’s MRB review and decision. Depending on the situations, usually following disposal methods will apply: (timeliness)
(A) Return—Party B must return qualified products to Party A within the time required by Party A after having handled return procedures, so as not to affect Party A’s normal production plans. If Party A has an urgent need for Party B’s products for its production and Party B cannot replenish qualified products within the time specified by Party A, Party A will carry out a full inspection at the expenses of Party B. Unqualified products shall be returned to Party B, Party B shall bear related return costs; and Party B shall reply in writing to Party A within 2 days after having handled the return procedures and submit an analysis and improvement report; if Party B’s products due to quality problems affect Party A’s delivery or lead to the suspension of its production, Party B shall bear all the losses suffered by Party A. The top limit of indemnity is the total sum of transactions between Party A and Party B.
(B) Materials selection/refurbishment is done by Party B when Party A urgently needs these materials — Party A will notify Party B in writing, and Party B will, within 4 working hours after having received the notice, dispatch someone to Party A for materials selection/refurbishment. The selected/refurbished materials still need to be sampled again by Party A.
9.2 Satisfaction of Conditions Precedent
(a) The parties must use their best endeavors to procure the satisfaction of the Conditions Precedent by 5.00pm on the date which is six (6) months after the Effective Date or such later date as the Company’s Representative may specify in accordance with this Agreement (Target Commencement Date).
(b) If the Conditions Precedent have not been satisfied (or waived in writing by the Company) by 5.00pm on the Target Commencement Date, the either party may terminate this Agreement and each other Contract at any time after the Target Commencement Date up until the Conditions Precedent are satisfied and this document will then be without further effect.
(c) The parties may agree to extend the Target Commencement Date in writing, signed by both parties. If this document is terminated pursuant to clause 8.2(b) then no party will have any claim whatsoever against any other party under or in respect of this Agreement or the Contracts or in respect of any loss suffered or incurred in connection with the Project, including in contract, in tort (including negligence) or for quantum meruit.
(d) The Company must notify the Contractor’s Representative promptly of each Condition Precedent that the Company considers to be satisfied.
(e) Despite any other provision of this Agreement or the Contracts, neither party is authorised to carry out any work or perform any of its obligations under this Agreement or the Contracts until the Conditions Precedent have been satisfied and if any party does carry out any such work or obligations prior to the Conditions Precedent having been satisfied it shall not be entitled to any claim whatsoever against any other party under or in respect of this Agreement or the Contracts or in respect of any loss suffered or incurred in connection with the Project, including for payment of the Aggregate Contract Price or any part of it and including any other claim in contract, in tort (including negligence) or for quantum merit.