Acceptance

The Acceptance clause details all aspects of the how the buyer will accept the goods, completeing the seller's obligations to sell and deliver. This can include the specifications the parties agree the Deliverables must meet, the buyer's opportunity to inspect and/or test the deliverables to make sure they meet the specifications, and how rejection is handled if the Deliverables do not the specifications.

Outside of the Acceptance clause the parties should define the Deliverables (a specific custom-built piece of software, a certain number and model of widgets, etc.), including the precise specifications the Deliverables must meet, the "Acceptance Criteria," and include all this in an attachement to the agreement. The date, time, place, and method of delivery is more commonly handled in the Delivery clause.

Our standard clause is limited to a basic time to inspect the Deliverables and the Acceptance Criteria the Deliverables must meet, while our variants include more prolonged opportunity to test and inspect, and Deemed Acceptance conditions. The complexity of the Deliverables is a key determiner in choosing between the variants. For more information on what variant might be best for your business needs, see our discussion below. 

Clause Text

Key Question: How much inspection time, and what special acceptance/rejection rights?  Jump to Standard

Neutral Standard

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]. 

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for[PARTY B] to re-inspect and evaluate the [DELIVERABLE] before accepting or rejecting the re-delivery.

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria, and

require [PARTY A] to pay the Adjustment Fee.

Adjustment Fee. "Adjustment Fee" means $[ADJUSTMENT FEE].

Liquidated Damages Statement. [PARTY A] acknowledges that

the actual damages likely to result from the late delivery of the [DELIVERABLE], due to [PARTY A]'s failure to comply with the Acceptance Criteria, are difficult to estimate when entering this agreement and would be difficult for [PARTY B] to prove,

the parties intend that [PARTY A]'s payment of the Adjustment Fees would serve to compensate [PARTY B] for [PARTY A]'s failure to timely deliver [DELIVERABLE] that complies with the Acceptance Criteria, not to serve as punishment for any such breach by [PARTY A].

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]. 

Acceptance Criteria. The "Acceptance Criteria" are the specifications the [DELIVERABLES] must meet for the [PARTY A] to comply with its requirements and obligations under this agreement, detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]. 

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] do not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for [PARTY B] to re-inspect and evaluate the [DELIVERABLES] before accepting or rejecting the re-delivery.

 Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria.

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

within [10] Business Days' of the Acceptance Period [PARTY B] fails to notify [PARTY A] that the [DELIVERABLE] fails to satisfy the Acceptance Criteria,

at any time after the Acceptance Period, [PARTY B] sells, runs, or otherwise uses the [DELIVERABLE] in a way a reasonable person would consider consider consistent with [PARTY B] having accepting ownership of the [DELIVERABLE] from [PARTY A], or

in [PARTY B]'s opinion the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] it is accepting the [DELIVERABLE].

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY B] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLES] for [PARTY B] to re-inspect and evaluate the [DELIVERABLE].

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, then [PARTY B] may either

terminate this agreement; or

adjust the Acceptance Criteria.

Acceptance Period. [PARTY B] may have [ACCEPTANCE PERIOD] Business Days' after the date of the delivery or installation of the [DELIVERABLE] to inspect and evaluate the [DELIVERABLE] (the "Acceptance Period").

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

This alternative does not yet defined notes.
This alternative does not yet defined notes.
This alternative does not yet defined notes.
This alternative does not yet defined notes.