Acquisition of Tooling and Materials. To the extent that this Contract contemplates Buyer's purchase of, or reimbursement (including, unless otherwise specifically provided in the Contract, via amortization in the form of a per unit charge included in the price of the Goods) to Seller for, any tooling, jigs, dies, gauges, fixtures, molds, patterns, equipment, supplies, materials and other items (collectively with all refurbishments or replacements of any or all of the foregoing items, “Tooling and Materials") to be used in connection with Seller's actual or anticipated supply of Goods to Buyer, Seller will acquire such Tooling and Materials on behalf of Buyer and Xxxxx will pay to or reimburse Seller the lower of: (a) the amount specified in a purchase order issued by Buyer for such Tooling and Materials, or (b) Seller's actual out-of-pocket cost to acquire the Tooling and Materials from an unrelated third party or, if the Tooling and Materials are constructed or fabricated by Seller or any affiliate of Seller, the actual direct costs for materials, labor and overhead associated with such construction and fabrication. Seller will assign to Buyer any contract rights or claims in which Seller has an interest with respect to such Tooling and Materials. Seller will establish a reasonable accounting system that readily enables the identification of Seller's costs as described above. Buyer or its agents will have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any such Tooling and Materials. Upon Seller's or any supplier of Seller’s construction, fabrication or acquisition of such Tooling and Materials, title thereto will vest immediately in Buyer and such Tooling and Materials will be held as "Buyer's Property" (as defined below) by Seller or Seller’s supplier, in accordance with this Section.
Acquisition of Tooling and Materials. To the extent that this Contract covers Xxxxx’s purchase of, or reimbursement to Seller for, any tooling, jigs, dies, gauges, fixtures, molds, patterns, equipment, supplies, materials and other items (collectively, “Tooling and Materials”) to be used in connection with Seller’s actual or anticipated supply of goods to Buyer, Seller will acquire such Tooling and Materials as agent of Buyer and Buyer shall pay to or reimburse Seller the lower of (i) the amount specified in this Contract for such Tooling and Materials or (ii) Seller’s actual out-of-pocket cost to acquire the Tooling or Materials from an unrelated third party or, if the Tooling and Materials are constructed or fabricated by Seller or any affiliate of Seller, the actual direct costs for materials, labor and overhead associated with such construction and fabrication. Seller shall assign to Buyer any contract rights or claims in which Seller has an interest with respect to such Tooling and Materials. Seller shall establish a reasonable accounting system that readily enables the identification of Seller’s costs as described above. Buyer or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any such Tooling and Materials. Upon Seller’s acquisition of such Tooling and Materials, title thereto shall vest immediately in Buyer and such Tooling and Materials shall be held as “Buyer’s Property” by Seller in accordance with this Article 17.
