BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 3 contracts
Samples: Sales Contract, Sales Contracts, Purchase Order Agreement
BUYER’S PROPERTY. All suppliesSeller shall clearly mark, materialsmaintain an inventory of, toolsand keep segregated or identifiable all of Buyer's property and all property to which Xxxxx acquires an interest by virtue of this Contract. Seller assumes all risk of loss, jigsdestruction or damage of such property howsoever caused while in Seller's possession, diescustody or control, gaugesincluding any transfer to Seller’s Subcontractors. Upon request, fixturesSeller shall provide Buyer with adequate proof of insurance against such risk of loss, moldsdestruction or damage. Seller shall not use such property other than in performance of this Contract without Xxxxx's prior written consent. At all times, patternsSeller shall and shall ensure that Seller and Seller’s Subcontractor thereof shall, equipment use suitable precautions to prevent any damage, loss or destruction to Buyer’s property. If any such property is damaged, lost or destroyed by the fault or negligence of Seller or Seller’s Subcontractors, Seller shall, at no cost to Buyer promptly and other items furnished by equitably reimburse Buyer for such damage or repair or otherwise repair or replace such property to Buyer’s satisfaction. If Seller fails to do so, either directly Buyer may do so and recover such amounts from Seller as a debt payable on demand. Seller shall notify Xxxxx's Authorized Procurement Representative if Xxxxx's property is lost, damaged or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed destroyed. As directed by Xxxxx, shall be and remain the property upon completion, change, termination or cancellation (in each case whether in whole or in part) of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). this Contract, Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport deliver such property, or (ii) to any location designated by Buyerthe extent not incorporated in delivered Goods, to Buyer in good condition subject to ordinary wear and tear and normal manufacturing losses. Nothing in this article 25 limits Seller's use, in its direct contracts with the government, of property in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwisegovernment has an interest.
Appears in 3 contracts
Samples: Fixed Price Contract for Goods and/or Services, Purchase Order, Purchase Contract
BUYER’S PROPERTY. All suppliesSeller shall not purchase for the account of Buyer or charge to Buyer any tools, materials, toolsdies, jigs, dies, gaugesmolds, fixtures, moldspatterns or other equipment (collectively, patterns"Tools") used or useable for producing Products pursuant to this Purchase Order, equipment unless such Tools have been listed on Seller's invoice and other items furnished approved by BuyerBuyer in writing. Seller acknowledges that all Tools so approved, either directly all Tools otherwise supplied by Buyer or indirectlyits customer, all castings that Buyer provides to Seller for any value-added services, including but not limited to perform this contractmachining, heat treating and painting, and all Products returned by Buyer for repair or for which Seller has been reimbursed by Xxxxxpending replacement (collectively, "Buyer’s Property") are and shall be owned by Buyer and remain Tools shall be used only for the production of Products for Buyer. Seller shall have only temporary possession of Buyer’s Property and shall deliver all or any part thereof to Buyer immediately upon demand or automatically upon any bankruptcy or insolvency filing or other event. Seller at its own expense shall keep all Buyer’s Property in working condition and fully insured for the benefit of Buyer at all times while in Seller's possession, will keep it segregated from all other assets and labelled as being the property of Buyer, and will immediately sign and file any UCC-1 forms required by Buyer and held by Seller on a bailment basis (“Buyer’s Property”)in respect thereof. Seller shall bear the risk of bears all responsibility for loss of and damage to Xxxxxany Buyer’s Property, including responsibility for loss and damage which occur despite Seller’s exercise of reasonable care, but excluding normal wear and tear. Buyer’s Seller hereby grants to the Buyer the option of purchasing any Tools which are not Buyer Property and have been used exclusively for the manufacture of the Products, at Seller's unamortized direct out of pocket cost. If Seller subcontracts all or any portion of the manufacture of the Tools, Seller shall at so notify Buyer in advance and obtain for Buyer all times be properly housed and maintained of the rights contained in this Paragraph 17 from each such subcontractor used by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 3 contracts
Samples: Purchase Order, Purchase Order, Purchase Order
BUYER’S PROPERTY. (a) All suppliesproperty used by Seller in connection with this Order which is owned, furnished, charged to, or paid for by Buyer including, but not limited to, materials, tools, jigs, dies, gauges, fixturesjigs, molds, patterns, equipment fixtures, equipment, drawings and other items furnished by Buyertechnical information, either directly or indirectlyspecifications, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxxand any replacement thereof, shall be and remain the property of Buyer subject to removal and held inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller’s premises for the purpose of inspecting or removing such property. All such property shall be identified and marked as Buyer’s property, used only for this Order and adequately insured by Seller on a bailment basis (“at its expense for Buyer’s Property”)protection. Seller shall bear assume all liability for and maintain and repair such property and return the risk of loss of same to Buyer in its original condition, except for reasonable wear and damage to Xxxxx’s Propertytear, and when such property is no longer required hereunder, Seller shall furnish Buyer with a list thereof and shall comply with any Buyer disposition instructions applicable thereto. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, Buyer shall not be used obligated to pay any invoices for tooling until the first article produced therefrom shall have been received and accepted.
(b) Materials furnished by Seller for any purpose Buyer on other than the performance of a charge basis in connection with this contract; Order shall be deemed to be personalty; shall be conspicuously marked held by Seller as Bailee thereof. Seller agrees to pay Xxxxx’s replacement cost for all such material spoiled or otherwise not satisfactorily accounted for over and above 2% thereof allowable for scrap loss. Notwithstanding the property of Buyer; aforementioned, this clause shall not be commingled with the property of Seller or with that apply if this Order is issued in support of a third person; Government Prime Contract and is not a commercial item pursuant to FAR Part 12. Instead, the applicable FAR clauses shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwisegovern.
Appears in 3 contracts
Samples: Purchase Order Agreement, Purchase Order, Purchase Order Agreement
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contractContract, or for which Seller has been reimbursed by XxxxxBuyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to XxxxxBuyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contractContract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and XxxxxxSeller’s records with respect thereto. Upon the request of XxxxxBuyer, XxxxxBuyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 3 contracts
Samples: Supply Agreement, Contract for Performing Works/Services, Agreement in Support of Development Program (Quantum Fuel Systems Technologies Worldwide, Inc.)
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contractContract, or for which Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contractContract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 2 contracts
Samples: Sales Contract, Sales Contract
BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller Supplier to perform this contractthe Contract, or for which Seller Supplier has been reimbursed paid (other than through piece price amortization) by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Supplier under this Section. Seller shall Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Supplier relating to such property, whichever comes first. Supplier will bear the all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall will at all times be properly housed and maintained by SellerSupplier, at its expense, shall will not be used by Seller Supplier for any purpose other than the performance of this contractthe Contract; shall will be deemed to be personaltypersonally; shall will be conspicuously marked by Seller Supplier as the property of Buyer; shall will not be commingled with the property of Seller Supplier or with that of a third person; and shall will not be moved from SellerSupplier’s premises without Buyer’s prior written approval. Buyer shall and its designees will have the right to enter SellerSupplier’s premises at all reasonable times to inspect such property Buyer’s Property and XxxxxxSupplier’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by SellerSupplier, either (i) F.O.B. either
a. FCA transport equipment at SellerSupplier’s plantplant (Incoterms latest edition), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) or
b. to any location designated by Buyer, in which event Buyer shall will pay to Seller Supplier the reasonable costs of delivering such property to such location. When To the fullest extent permitted by law, Seller Supplier waives any lien liens, claims, encumbrances, interests or other rights that Seller Supplier might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by or licensed to Supplier is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non- exclusive, worldwide, perpetual to the maximum extent permitted by law, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such Intellectual Property Rights.
Appears in 2 contracts
Samples: General Terms and Conditions for Purchase, General Terms and Conditions of Purchase
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Seller shall insure Buyer’s Property with full fire and extended coverage insurance for its replacement value. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than that the performance of this contract; shall be deemed to be personalty; , shall be conspicuously marked by Seller as the property of Buyer; , shall not be commingled with the property of Seller or with that of a third person; , and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at F.O.
B. Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 2 contracts
Samples: Sales Contract, Sales Contracts
BUYER’S PROPERTY. All supplies, materials, tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment and drawings or other items materials furnished by the Buyer to Seller or made by Seller for the purpose of this order or paid for by the Buyer, either directly and all replacements thereof and materials fixed or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxxattached thereto, shall be and remain the property of Buyer the Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and held otherwise adequately identified by Seller on a bailment basis as “Property of Carrier Corporation,” and will at Seller’s expense be safely stored (“separate and apart from Seller’s property whenever practicable) and will be kept free of all liens, claims, encumbrances and interests of third parties. Seller will not substitute any property for Xxxxx’s property, will not deliver or make available to any third party any of Buyer’s Property”). Seller shall bear property or any property or goods developed, manufactured or created with the risk aid of loss any of and damage to Xxxxx’s Property. Buyer’s Property shall property and will not use any of Buyer’s property or any property or goods manufactured, developed or created with the aid of Buyer’s property, except in filling the orders of Buyer. Upon completion of this order, or upon the written request of Xxxxx at any time, Seller will prepare all times be properly housed Buyer’s property for shipment and maintained deliver such property to Buyer in the same condition as originally received by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; reasonable wear and shall not be moved from Seller’s premises without Buyer’s prior written approvaltear excepted. Buyer shall have the right right, at all reasonable times upon prior notice to enter Seller’s premises at all reasonable times to inspect such any and all Buyer’s property and Xxxxxxany property or goods manufactured, developed or created with the aid of any Buyer’s records with respect theretoproperty. Upon the request of Xxxxx, Seller shall have such responsibility for Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay property as is chargeable to Seller the reasonable costs by law by reason of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwiseits position as a bailee.
Appears in 2 contracts
Samples: Corporate Purchase Agreement, Terms and Conditions of Purchase
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by XxxxxBuyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to XxxxxBuyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and XxxxxxSeller’s records with respect thereto. Upon the request of XxxxxBuyer, XxxxxBuyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 2 contracts
Samples: Accommodation Agreement (Remy International, Inc.), Accommodation Agreement (Remy International, Inc.)
BUYER’S PROPERTY. All suppliesUnless otherwise agreed in writing, materials, all tools, jigsequipment, diestest sets, gauges, fixtures, moldsmold designs, patterns, equipment and other items drawings, specifications or materials of every description furnished by Buyer, either directly or indirectly, to Seller to perform this contractby Buyer or specifically paid for by Buyer and any replacements thereof, or for which Seller has been reimbursed by Xxxxxany materials affixed or attached thereto, shall be and remain the personal property of Buyer Buyer. Such property, and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Sellerwhenever practicable, at its expenseeach individual item thereof, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously plainly marked or otherwise adequately identified by Seller as the property of Buyer; Buyer and shall be safely stored separate and apart from Seller’s property. Seller shall, at Xxxxx’s request, execute documents in recordable form which shall identify Xxxxx’s property in the custody of Seller. Seller shall not be commingled with the substitute any property of Seller or with that of a third person; for Buyer’s property and shall not be moved from use such property except in filing Buyer’s orders. Such property while in the Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property custody or control shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment held at Seller’s plantrisk, properly packed shall be kept insured by Seller at Seller’s expense at an amount equal to the replacement cost with loss payable to Buyer and marked in accordance with the requirements of the carrier selected by Buyer shall be subject to transport such property, or (ii) to any location designated by removal at Buyer’s written request, in which event Buyer Seller shall pay to Seller the reasonable costs of delivering prepare such property for shipment and shall redeliver to such locationBuyer in the same condition as originally received by Seller, reasonable wear and tear accepted, all at Seller’s expense. When permitted by lawUpon Xxxxx’s request, Seller waives any lien or other rights that Seller might otherwise have on any agrees to provide to Buyer an insurance certificate indicating the foregoing coverage and showing the Seller’s name, the name of Buyer’s Property for work performed on such property or otherwisethe insuring insurance company, the type of insurance, the policy number, the effective date, and the expiration date.
Appears in 1 contract
Samples: Purchase Order
BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, containers, equipment and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller Supplier to perform this contractContract, or for which Seller Supplier has been reimbursed by XxxxxBuyer outside of the piece price (“Buyer’s Property”), shall be and remain the property of Buyer and held by Seller Supplier on a bailment basis (“basis. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property on Xxxxx’s demand. If title in any Buyer’s Property”)Property has not otherwise passed to Buyer, title shall pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Supplier relating to such property, whichever comes first. Seller Supplier shall bear the all risk of loss of and damage to XxxxxBuyer’s PropertyProperty while it is in Supplier’s possession or under its control. Buyer’s Property shall at all times be properly housed and housed, maintained and/or stored by SellerSupplier, at its expense, shall not be used by Seller Supplier for any purpose other than the performance of this contractContract; shall be deemed to be personalty; shall be conspicuously marked by Seller Supplier as the property of Buyer; shall not be commingled with the property of Seller Supplier or with that of a third person; and shall not be moved from SellerSupplier’s premises without Buyer’s prior written approval. Buyer and its designees shall have the right to enter SellerSupplier’s premises at all reasonable times to inspect such property Buyer’s Property and XxxxxxSupplier’s records with respect thereto. Upon the request of XxxxxBuyer, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, Supplier either (i) F.O.B. FCA transport equipment at SellerSupplier’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller Supplier the reasonable costs of delivering such property to such location. When .. To the fullest extent permitted by law, Seller Supplier waives any lien liens, claims, encumbrances, interests or other rights that Seller Supplier might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, agents, representatives and employees from and against all claims, liabilities, damages, losses, costs and expenses (including without limitation legal and other professional fees) arising out of or in connection with Supplier’s possession, handling or use of Buyer’s Property. To the extent any intellectual property rights owned by or licensed to Supplier is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such intellectual property rights.
Appears in 1 contract
BUYER’S PROPERTY. a. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contractSeller’s obligations to Buyer, or for which Seller has been reimbursed by XxxxxBuyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contractSeller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Xxxxx, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property Buyer’s Property and XxxxxxSeller’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such propertyBuyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property Buyer’s Property or otherwise.
b. Seller acknowledges and agrees that (i) Buyer may not be the manufacturer of the Buyer's Property nor the manufacturer's agent nor a dealer therein;
Appears in 1 contract
Samples: Supplier Agreement
BUYER’S PROPERTY. A. All supplies, materials, molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipment specifications, drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items furnished by Buyer, either directly or indirectly, to Seller or to perform any sub- supplier of Seller in connection with or related to this contractAgreement, or for which Seller has been reimbursed by XxxxxBuyer (collectively, “Buyer’s Property”), shall be and remain the property of Buyer and be held by Seller on a bailment basis (“at-will basis. Buyer’s Property”)Property shall be used by Seller only to complete Purchase Orders for Buyer under this Agreement and shall be returned by Seller to Buyer when no longer required under this Agreement, when this Agreement is completed, or upon demand by Buyer, whichever comes first. Seller shall be responsible for all personal property taxes and other charges or levies imposed on Xxxxx’s Property while in Seller’s possession.
B. Seller shall bear the risk of loss of and damage to XxxxxBuyer’s PropertyProperty and Seller, at its own expense, shall keep Buyer’s Property insured for the benefit of Buyer. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, ; shall not be used by Seller for any purpose other than the performance of this contractAgreement; shall be deemed to be personalty; shall be conspicuously marked by Seller to identify same as the property of BuyerBuyer and indicate Xxxxx’s name and address; shall not be commingled with the property of Seller or with that of a any third person; person and shall not be moved from Seller’s premises without prior written approval of an authorized representative of Buyer. Seller, at its expense, shall maintain, repair and refurbish Buyer’s prior written approvalProperty in first class condition. Buyer All replacement parts, additions, improvements and accessories for such Buyer’s Property shall have automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property.
X. Xxxxxx agrees that Xxxxx has the right right, at any time, with or without reason and without payment of any kind to enter Sellerretake possession of or request return of any or all Buyer’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect theretoProperty, without the necessity of obtaining a court order. Upon the request of XxxxxBuyer, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FOB transport equipment at Seller’s plant, properly packed packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such propertyBuyer’s Property, or (ii) to in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs cost of delivering such property Buyer’s Property to such location. Buyer shall have the right to enter onto Seller’s property and premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect to Xxxxx’s Property.
X. Xxxxxx shall keep a true record of all Buyer’s Property in its possession under bailment, shall give the representatives of Buyer access to such record on demand, shall provide Buyer, upon Buyer’s request, with a written inventory of all Buyer’s Property, and shall permit representatives of Buyer to perform their own inventory of Buyer’s Property in Seller’s possession.
E. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property property, for the purchase price of any goods or services or otherwise. Seller’s failure to deliver any item of Buyer’s Property to Buyer (or its agent) at the end of the bailment, as directed by Xxxxx, will (1) be a breach of this Agreement, and (2) subject Seller to liability for, among other things, conversion and responsibility for all costs and expenses, including actual attorneys’ fees, incurred by Buyer to recover such Buyer’s Property.
Appears in 1 contract
BUYER’S PROPERTY. A. All supplies, materials, molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipment specifications, drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items furnished by Buyer, either directly or indirectly, to Seller or to perform any subsupplier of Seller in connection with or related to this contractAgreement, or for which Seller has been reimbursed by XxxxxBuyer (collectively, “Buyer’s Property”), shall be and remain the property of Buyer and be held by Seller on a bailment basis (“at-will basis. Buyer’s Property”)Property shall be used by Seller only to complete Purchase Orders for Buyer under this Agreement and shall be returned by Seller to Buyer when no longer required under this Agreement, when this Agreement is completed, or upon demand by Buyer, whichever comes first. Seller shall be responsible for all personal property taxes and other charges or levies imposed on Xxxxx’s Property while in Seller’s possession.
B. Seller shall bear the risk of loss of and damage to XxxxxBuyer’s PropertyProperty and Seller, at its own expense, shall keep Buyer’s Property insured for the benefit of Buyer. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, ; shall not be used by Seller for any purpose other than the performance of this contractAgreement; shall be deemed to be personalty; shall be conspicuously marked by Seller to identify same as the property of BuyerBuyer and indicate Xxxxx’s name and address; shall not be commingled with the property of Seller or with that of a any third person; person and shall not be moved from Seller’s premises without prior written approval of an authorized representative of Buyer. Seller, at its expense, shall maintain, repair and refurbish Buyer’s prior written approvalProperty in first class condition. Buyer All replacement parts, additions, improvements and accessories for such Buyer’s Property shall have automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property.
X. Xxxxxx agrees that Xxxxx has the right right, at any time, with or without reason and without payment of any kind to enter Sellerretake possession of or request return of any or all Buyer’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect theretoProperty, without the necessity of obtaining a court order. Upon the request of XxxxxBuyer, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FCA transport equipment at Seller’s plant, properly packed packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such propertyBuyer’s Property, or (ii) to in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs cost of delivering such property Buyer’s Property to such location. Buyer shall have the right to enter onto Seller’s property and premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect to Xxxxx’s Property.
X. Xxxxxx shall keep a true record of all Buyer’s Property in its possession under bailment, shall give the representatives of Buyer access to such record on demand, shall provide Buyer, upon Buyer’s request, with a written inventory of all Buyer’s Property, and shall permit representatives of Buyer to perform their own inventory of Buyer’s Property in Seller’s possession. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property property, for the purchase price of any goods or services or otherwise.
X. Xxxxxx’s failure to deliver any item of Xxxxx’s Property to Buyer (or its agent) at the end of the bailment, as directed by Xxxxx, will (1) be a breach of this Agreement, and (2) subject Seller to liability for, among other things, conversion and responsibility for all costs and expenses, including actual attorneys’ fees, incurred by Buyer to recover such Buyer’s Property.
Appears in 1 contract
Samples: Terms and Conditions
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contract, contract or for which Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Unless otherwise agreed to by Buyer, Seller at its expense shall keep in good condition, and replace Xxxxx’s Property when necessary. Seller shall bear the risk of loss of and damage for full replacement value to XxxxxBuyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; , shall be deemed to be personalty; , shall be conspicuously marked “Property of Rubber Enterprises, Inc.” by Seller as the property of Buyer; Seller, shall not be commingled with the property of Seller or with that of a third person; , and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer’s Property shall be insured at all times for its full replacement value at Seller’s expense and Buyer shall be named as loss payee. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, Seller either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, Buyer in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 1 contract
Samples: Sales Contracts
BUYER’S PROPERTY. a. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contractSeller’s obligations to Buyer, or for which Seller has been reimbursed by XxxxxBuyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to XxxxxBuyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contractSeller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property Buyer’s Property and XxxxxxSeller’s records with respect thereto. Upon the request of XxxxxBuyer, XxxxxBuyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such propertyBuyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property Buyer’s Property or otherwise.
b. Seller acknowledges and agrees that (i) Buyer may not be the manufacturer of the Buyer's Property nor the manufacturer's agent nor a dealer therein;
Appears in 1 contract
Samples: Supplier Terms and Conditions
BUYER’S PROPERTY. All suppliestangible and intangible property, including but not limited to tools, tool drawings, materials, toolssample parts, jigsprocesses, diesprocedures, gaugesprocess parameters, fixturesdrawings, moldscomputer software, patternsdocuments, equipment and other items information or data of every description furnished to Seller by Buyer, either directly or indirectlyby Buyer’s affiliates, to Seller to perform this contractsubsidiaries or contractors, or paid for which Seller has been reimbursed in whole or in part by XxxxxBuyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer, and, unless otherwise agreed to in writing by Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; solely to render services or provide goods to Buyer. Such property, and whenever practical each individual item thereof, shall be deemed to be personalty; shall be conspicuously plainly marked or otherwise adequately identified by Seller as being the property of Buyer or Buyer; ’s designee, and shall be safely stored separate and apart from Seller's property. Seller shall not be commingled with the substitute any property of Seller or with that of a third person; for Buyer's property and shall not use such property except in filling Buyer's purchase orders. Such property while in Seller's custody or control shall be moved from held at Seller’s premises without 's risk and shall be insured by Seller for replacement cost with loss payable to Buyer’s prior . Such property shall be subject to prompt removal or return at Buyer's written approvalrequest, in which event Seller shall prepare such property for shipment and shall deliver it as directed by Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller's expense. Buyer shall have the right to enter Seller’s premises at audit all reasonable times to inspect such property pertinent books and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at and to make reasonable inspections of Seller’s plant, properly packed and marked in accordance 's facilities to verify compliance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwisethis Article.
Appears in 1 contract
Samples: Purchase Agreement
BUYER’S PROPERTY. A. All supplies, materials, molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipment specifications, drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items furnished by Buyer, either directly or indirectly, to Seller or to perform any subsupplier of Seller in connection with or related to this contractAgreement, or for which Seller has been reimbursed by XxxxxBuyer (collectively, “Buyer’s Property”), shall be and remain the property of Buyer and be held by Seller on a bailment basis (“at-will basis. Buyer’s Property”)Property shall be used by Seller only to complete Purchase Orders for Buyer under this Agreement and shall be returned by Seller to Buyer when no longer required under this Agreement, when this Agreement is completed, or upon demand by Buyer, whichever comes first. Seller shall be responsible for all personal property taxes and other charges or levies imposed on Xxxxx’s Property while in Seller’s possession.
B. Seller shall bear the risk of loss of and damage to XxxxxBuyer’s PropertyProperty and Seller, at its own expense, shall keep Buyer’s Property insured for the benefit of Buyer. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, ; shall not be used by Seller for any purpose other than the performance of this contractAgreement; shall be deemed to be personalty; shall be conspicuously marked by Seller to identify same as the property of BuyerBuyer and indicate Xxxxx’s name and address; shall not be commingled with the property of Seller or with that of a any third person; person and shall not be moved from Seller’s premises without prior written approval of an authorized representative of Buyer. Seller, at its expense, shall maintain, repair and refurbish Buyer’s prior written approvalProperty in first class condition. Buyer All replacement parts, additions, improvements and accessories for such Buyer’s Property shall have automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property.
X. Xxxxxx agrees that Xxxxx has the right right, at any time, with or without reason and without payment of any kind to enter Sellerretake possession of or request return of any or all Buyer’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect theretoProperty, without the necessity of obtaining a court order. Upon the request of XxxxxBuyer, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FOB transport equipment at Seller’s plant, properly packed packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such propertyBuyer’s Property, or (ii) to in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs cost of delivering such property Buyer’s Property to such location. Buyer shall have the right to enter onto Seller’s property and premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect to Xxxxx’s Property.
X. Xxxxxx shall keep a true record of all Buyer’s Property in its possession under bailment, shall give the representatives of Buyer access to such record on demand, shall provide Buyer, upon Buyer’s request, with a written inventory of all Buyer’s Property, and shall permit representatives of Buyer to perform their own inventory of Buyer’s Property in Seller’s possession. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property property, for the purchase price of any goods or services or otherwise.
X. Xxxxxx’s failure to deliver any item of Xxxxx’s Property to Buyer (or its agent) at the end of the bailment, as directed by Xxxxx, will (1) be a breach of this Agreement, and (2) subject Seller to liability for, among other things, conversion and responsibility for all costs and expenses, including actual attorneys’ fees, incurred by Buyer to recover such Buyer’s Property.
Appears in 1 contract
BUYER’S PROPERTY. All suppliesUnless otherwise agreed to in writing, materialslayouts, models, all tools, jigsgauges, designs, sketches, drawings, blueprints, patterns, dies, gaugesspecifications, fixturesengineering data or other technical or proprietary information, moldsspecial appliances, patterns, equipment and other items equipment or materials of every description furnished to Seller by Buyer, either directly or indirectly, to Seller to perform this contract, any materials affixed or for which Seller has been reimbursed by Xxxxxattached thereto, shall be and remain the property of the Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Such property (and whenev- er practical, each individual item thereof), shall be plainly marked or otherwise adequately identified by Seller as “property of International Wire Group” and shall be safely stored separate and apart from Seller’s property and shall be sub- ject to examination by Buyer. Seller shall bear the risk of loss of not substitute any property for Buyer’s Property and damage to Xxxxxshall not use such except in filling Buyer’s orders. Buyer’s Property, while in Seller’s custody or control, shall be maintained in good condi- tion at Seller’s expense, shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer. Buyer’s Property shall be subject to removal at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyerrequest, in which event Buyer Seller shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of prepare Buyer’s Property for work performed on shipment and shall deliver the same to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Any special tooling, the full cost or a substantial portion of the cost of which is included in the price of Buyer’s orders, shall upon completion of orders become the properly of Buyer. Seller shall return the same to Buyer or make such property other disposition thereof as may be directed or otherwiseapproved by Xxxxx.
Appears in 1 contract
Samples: Purchase Order Agreement
BUYER’S PROPERTY. (a) All suppliesproperty used by Seller in connection with this order which is owned, furnished, charged to or paid for by Buyer including, but not limited to, materials, tools, jigs, dies, gauges, fixturesjogs, molds, patterns, equipment fixtures, equipment, drawings and other items furnished by Buyertechnical information, either directly or indirectlyspecifications, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxxand any replacement thereof, shall be and remain the property of Buyer subject to removal and held inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller's premises for the purpose of inspecting or removing such property. All such property shall be identified and marked as Buyer's property, used only for this order and adequately insured by Seller on a bailment basis (“at its expense for Buyer’s Property”)'s protection. Seller shall bear assume liability for and maintain and repair such property and return the risk same to Buyer in its original condition, reasonable wear and tear excepted, and when such property is no longer required hereunder. Seller shall furnish Buyer with a list thereof and shall comply with any Buyer disposition instructions applicable thereto. Buyer shall not be obligated to pay any invoices for tooling until the first article produced therefrom shall have been received and accepted. Notwithstanding the foregoing, upon written notice to Buyer and to the extent such use will not interfere with Seller's performance of loss this or other orders from Buyer in effect at the xxxx Xxxxxx enters into a direct contract with the U.S. Government, Seller shall have the right to use Buyer's property in the manufacture of and damage end times for direct sale to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained the U.S. Government to the extent the Government has the right under its prime contract with Buyer to authorize such use by Seller, at its expenseprovided that, shall not be used to the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for any purpose direct sale to the U.S. Government.
(b) Materials, excluding Government Property, furnished by Buyer on other than the performance of a charge basis in connection with this contract; order shall be deemed to be personalty; shall be conspicuously marked held by Seller as the property of bailee thereof. Seller agrees to pay Buyer; shall 's replacement cost for all such material spoiled or otherwise not be commingled with the property of Seller or with that of a third person; satisfactorily accounted for over and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property above 2% thereof allowable for work performed on such property or otherwisescrap loss.
Appears in 1 contract
Samples: Purchase Agreement (Computer Automation Systems Inc)
BUYER’S PROPERTY. All suppliesAny and all specifications, materialsdrawings, toolsdocuments, software, databases, tooling, test equipment, jigs, dies, gauges, fixtures, molds, patterns, equipment and materials or other items furnished which are supplied by Buyer, either are directly or indirectly, to Seller to perform this contract, paid for by Buyer or for which Buyer reimburses Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; ) shall be deemed to be personalty; shall be conspicuously marked and remain exclusively owned by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; Buyer and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter repossess them without being liable to Seller for damages of any sort. Seller authorizes Buyer to file any and all appropriate documentation (including UCC financing statements) without Seller's signature to acknowledge Xxxxx's rights to Buyer’s Property. Seller will not sell, pledge, transfer or remove any Buyer’s Property from Seller’s premises at all reasonable times to inspect worksite, and Seller shall not dispose of any such property and Xxxxxxitems without Buyer’s records with respect theretowritten consent. Upon the request of Xxxxx, XxxxxAll such Buyer’s Property shall be immediately released used only in the performance of work under this order, unless Xxxxx otherwise consents in writing. Seller shall prominently mark all such items as the property of Buyer. Seller shall also mark such items with the corresponding drawing number. Seller shall be responsible for any and all loss of or damage to Xxxxx’s Property within Seller’s custody or control, normal wear and tear excepted, until return delivery to Buyer’s premises is complete. The provisions of this Article 6 shall survive delivery of and payment for Seller’s products, goods, materials and/or services, and remain in full force until all said Buyer’s Property is delivered to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked otherwise disposed of in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Xxxxx’s written instructions. Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of uses Buyer’s Property at its own risk and Seller shall without limitation as to time indemnify and save Buyer harmless from all claims which may be asserted against said property, including without limitation mechanic’s lien or claims arising under Workmen’s Compensation or Occupational Disease laws, and from all claims for work performed on injury to persons or property arising out of or related to such property or otherwiseBuyer’s Property, unless such are caused solely and directly by Buyer’s negligence.
Appears in 1 contract
Samples: Purchase Agreement
BUYER’S PROPERTY. All Unless otherwise indicated in this contract, all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, indirectly to Seller to perform this contract, or for which Seller has been reimbursed by XxxxxBuyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). , provided, however, that Seller shall bear the risk of loss of and damage to Xxxxx’s Propertysuch property, normal wear and tear excepted. Buyer’s Property Such property shall at all times be properly housed and maintained by Seller, at its expense, shall be insured by Seller with fire and extended insurance coverage for the replacement 2292670v1 value thereof; shall not be used by Seller for any purpose other than the performance of this contractcontract unless otherwise authorized in writing by Buyer; shall be deemed to be personaltypersonal property (moveable property); shall be conspicuously marked by Seller as or marked with the property name of Buyer’s customer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Upon request of Buyer, such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, Seller either (i) F.O.B. transport equipment cars or trucks at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event and Buyer shall pay to Seller the reasonable costs cost of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise Buyer shall have on any of Buyerthe right to enter into Seller’s Property for work performed on premises at all reasonable times to inspect such property or otherwiseand Seller’s records with respect thereto.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, containers, equipment and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller Supplier to perform this contractContract, or for which Seller Supplier has been reimbursed by XxxxxBuyer outside of the piece price (“Buyer’s Property”), shall be and remain the property of Buyer and held by Seller Supplier on a bailment basis (“basis. Buyer will, at any time, have the right to immediate possession of Buyer’s Property”)Property on Buyer’s demand. Seller Supplier shall bear the all risk of loss of and damage to XxxxxBuyer’s PropertyProperty while it is in Supplier’s possession or under its control. Buyer’s Property shall at all times be properly housed and housed, maintained and/or stored by SellerSupplier, at its expense, shall not be used by Seller Supplier for any purpose other than the performance of this contractContract; shall be deemed to be personalty; shall be conspicuously marked by Seller Supplier as the property of Buyer; shall not be commingled with the property of Seller Supplier or with that of a third person; and shall not be moved from SellerSupplier’s premises without Buyer’s prior written approval. Buyer and its designees shall have the right to enter SellerSupplier’s premises at all reasonable times to inspect such property Buyer’s Property and XxxxxxSupplier’s records with respect thereto. Upon the request of XxxxxBuyer, XxxxxBuyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with Supplier. To the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When fullest extent permitted by law, Seller Supplier waives any lien liens, claims, encumbrances, interests or other rights that Seller Supplier might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, agents, representatives and employees from and against all claims, liabilities, damages, losses, costs and expenses (including without limitation legal and other professional fees) arising out of or in connection with Supplier’s possession, handling or use of Buyer’s Property. To the extent any intellectual property rights owned by or licensed to Supplier is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such intellectual property rights.
Appears in 1 contract
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller Xxxxxx has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; contract shall be deemed to be personalty; personally shall be conspicuously marked by Seller as the property of Buyer; Buyer shall not be commingled with the property of Seller or with that of a third person; person and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by SellerSeller on its cost, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 1 contract
Samples: Terms & Conditions
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contractContract, or for which Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“"Buyer’s 's Property”"). Seller shall bear the risk of loss of and damage to Xxxxx’s 's Property. Buyer’s 's Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contractContract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s 's premises without Buyer’s 's prior written approval. Buyer shall have the right to enter Seller’s 's premises at all reasonable times to inspect such property and Xxxxxx’s 's records with respect thereto. Upon the request of Xxxxx, Xxxxx’s 's Property shall be immediately released to Buyer or delivered to Buyer by Seller, either either
(i) F.O.B. transport equipment at Seller’s 's plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s 's Property for work performed on such property or otherwise.
Appears in 1 contract
Samples: Terms and Conditions
BUYER’S PROPERTY. All suppliesBuyer may from time to time furnish property to Seller for performance of this Contract. Unless otherwise provided in this Contract or agreed to in writing by Xxxxx’s Authorized Representative, materials, property of every description including all tools, jigsequipment, diesand material furnished or made available to Seller, gauges, fixtures, molds, patterns, equipment and other items furnished by title to which is in Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxx, and any replacement shall be and remain the property of Buyer, and Seller shall indemnify and hold harmless Buyer from all liens and held by Seller on a bailment basis (“claims upon said property arising from any cause. Property shall not be modified without Buyer’s Property”)prior written consent. Seller shall bear not use such property except for performance of work under the risk of loss of and damage Contract or as authorized in writing prior to such use by Xxxxx’s PropertyAuthorized Representative. Buyer’s Property Such property while in Seller's possession or control shall be kept in good condition, shall be held at all times Seller's risk, and shall be properly housed and maintained kept insured by Seller, at its expense, shall not be used by Seller for any purpose other than in an amount equal to the performance of this contract; replacement cost with loss payable to Buyer. Property shall be deemed subject to be personalty; shall be conspicuously marked inspection and removal by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; Xxxxx and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right of entry for such purposes without any additional liability whatsoever to enter Seller’s premises at all reasonable times to inspect . As and when directed by Xxxxx, Seller shall disclose the location of such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released and/or prepare it for shipment from its plant to Buyer (or delivered to a Buyer designated location) in as good condition as originally received by Seller, either (i) F.O.B. transport equipment at reasonable wear and tear excepted. Seller shall return to Buyer all unused materials, regardless of its condition. At no time will unused material be removed from Seller’s plant, properly packed and marked in accordance with 's premise without prior written approval from the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 1 contract
Samples: Purchase Order
BUYER’S PROPERTY. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; contract shall be deemed to be personalty; personally shall be conspicuously marked by Seller as the property of Buyer; Buyer shall not be commingled with the property of Seller or with that of a third person; person and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by SellerSeller on its cost, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 1 contract
Samples: Terms & Conditions
BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed paid (other than through piece price amortization) by Xxxxx, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title to any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller shall will bear the all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall will at all times be properly housed and maintained by Seller, at its expense, shall will not be used by Seller for any purpose other than the performance of this contract; shall will be deemed to be personaltypersonal property; shall will be conspicuously marked by Seller as the property of Buyer; shall will not be commingled with the property of Seller or with that of a third person; and shall will not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall and its designees will have the right to enter Seller’s premises at all reasonable times to inspect such property Buyer’s Property and XxxxxxSeller’s records with respect thereto. Upon the request of XxxxxBuyer, Xxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FCA transport equipment at Seller’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall will pay to Seller the reasonable costs of delivering such property to such location. When In the event that such immediate release does not happen, on twenty-four (24) hours prior notice from Buyer to Seller, Buyer shall be given access by Seller to Buyer’s Property and allow Buyer to take possession of same. To the fullest extent permitted by law, Seller waives any lien liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise.or
Appears in 1 contract
Samples: Sales Contract
BUYER’S PROPERTY. (a) All supplies, materialsdrawings, tools, jigs, dies, gauges, fixtures, moldsmaterials, patterns, equipment and other items furnished property supplied or paid for by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been reimbursed by Xxxxx, BUYER (BUYER’s Property) shall be and remain the property of Buyer BUYER. If SELLER fails to return such property upon BUYER’s demand, BUYER shall have the right, upon reasonable notice, to enter SELLER’s premises and held remove any such property at any time without being liable for trespass or damages of any sort. Unless previously authorized in writing by Seller on a bailment basis (“BuyerBUYER’s Property”). Seller shall bear the risk of loss of and damage to Xxxxx’s Property. BuyerProcurement Representative, BUYER’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller only for any purpose other than the performance of this contract; Contract.
(b) Title to BUYER’s Property shall remain with BUYER or its Customer as applicable. SELLER shall clearly mark (if not so marked) all BUYER’s Property to show its ownership.
(c) All property furnished by BUYER to SELLER shall be deemed supplied in “as-is” condition unless otherwise expressly agreed in writing. SELLER shall have the obligation to be personalty; maintain any and all property furnished by BUYER to SELLER and all property to which BUYER acquires an interest by this Contract. Except for reasonable wear and tear, SELLER shall be conspicuously marked by Seller responsible for, and shall promptly notify BUYER of, any loss or damage to BUYER’s Property while in SELLER’s care, custody, or control. Without additional charge, SELLER shall manage, maintain, and preserve BUYER’s Property in accordance with good commercial practices.
(d) SELLER shall maintain adequate insurance as is custom in the property industry to cover BUYER’s Property against all loss or damage. Upon request, SELLER shall provide BUYER with adequate proof of Buyer; insurance against such risk of loss or damage.
(e) Work made in accordance with BUYER’s specifications and drawings shall not be commingled with the property of Seller furnished or with that of a third quoted by SELLER to any other person; and shall not be moved from Seller’s premises , company, or concern without BuyerBUYER’s prior written approvalconsent.
(f) SELLER shall clearly mark, maintain in inventory, and keep segregated or identifiable all of BUYER’s property. Buyer At BUYER’s request, and/or upon completion of this Contract SELLER shall have the right to enter Sellersubmit, in an acceptable form, inventory lists of BUYER’s premises at all reasonable times to inspect Property and shall deliver or make such property other disposal as may be directed by XXXXX.
(g) The Government Property clause FAR 52.245-1 Alt 1 shall apply and Xxxxxx’s records govern with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such U.S. Government furnished property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwisewhich the U.S. Government may take title under this Contract.
Appears in 1 contract
Samples: Subcontract/Purchase Order
BUYER’S PROPERTY. A. All supplies, materials, molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipment specifications, drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items furnished by Buyer, either directly or indirectly, to Seller or to perform any subsupplier of Seller in connection with or related to this contractAgreement, or for which Seller has been reimbursed by XxxxxBuyer (collectively, “Buyer’s Property”), shall be and remain the property of Buyer and be held by Seller on a bailment basis (“at-will basis. Buyer’s Property”)Property shall be used by Seller only to complete Purchase Orders for Buyer under this Agreement and shall be returned by Seller to Buyer when no longer required under this Agreement, when this Agreement is completed, or upon demand by Buyer, whichever comes first. Seller shall be responsible for all personal property taxes and other charges or levies imposed on Xxxxx’s Property while in Seller’s possession.
B. Seller shall bear the risk of loss of and damage to XxxxxBuyer’s PropertyProperty and Seller, at its own expense, shall keep Buyer’s Property insured for the benefit of Buyer. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, ; shall not be used by Seller for any purpose other than the performance of this contractAgreement; shall be deemed to be personalty; shall be conspicuously marked by Seller to identify same as the property of BuyerBuyer and indicate Xxxxx’s name and address; shall not be commingled with the property of Seller or with that of a any third person; person and shall not be moved from Seller’s premises without prior written approval of an authorized representative of Buyer. Seller, at its expense, shall maintain, repair and refurbish Buyer’s prior written approvalProperty in first class condition. Buyer All replacement parts, additions, improvements and accessories for such Buyer’s Property shall have automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property.
C. Seller agrees that Xxxxx has the right right, at any time, with or without reason and without payment of any kind to enter Sellerretake possession of or request return of any or all Buyer’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect theretoProperty, without the necessity of obtaining a court order. Upon the request of XxxxxBuyer, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FOB transport equipment at Seller’s plant, properly packed packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such propertyBuyer’s Property, or (ii) to in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs cost of delivering such property Buyer’s Property to such location. Buyer shall have the right to enter onto Seller’s property and premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect to Xxxxx’s Property.
D. Seller shall keep a true record of all Buyer’s Property in its possession under bailment, shall give the representatives of Buyer access to such record on demand, shall provide Buyer, upon Buyer’s request, with a written inventory of all Buyer’s Property, and shall permit representatives of Buyer to perform their own inventory of Buyer’s Property in Seller’s possession. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property property, for the purchase price of any goods or services or otherwise.
E. Seller’s failure to deliver any item of Buyer’s Property to Buyer (or its agent) at the end of the bailment, as directed by Xxxxx, will (1) be a breach of this Agreement, and (2) subject Seller to liability for, among other things, conversion and responsibility for all costs and expenses, including actual attorneys’ fees, incurred by Buyer to recover such Buyer’s Property.
Appears in 1 contract
BUYER’S PROPERTY. All Unless otherwise indicated in this order, all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, and other items furnished by Buyer, either directly or indirectly, to Seller to perform this contractorder, or for which Seller has been reimbursed by XxxxxBuyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). , provided, however, that Seller shall bear the risk of loss of and damage to Xxxxx’s Propertysuch property, normal wear and tear excepted. Buyer’s Property Such property shall at all times be properly housed and maintained by Seller, at its expense, ; shall be insured by Seller with fire and extended insurance coverage for the replacement value thereof; shall not be used by Seller for any purpose other than the performance of this contract; order unless otherwise authorized in writing by Buyer, shall be deemed to be personalty; personal property (moveable property in Quebec), shall be conspicuously marked "Property of General Motors of Canada Limited" by Seller as the property of Buyer; Seller, shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s 's premises without Buyer’s 's prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of XxxxxBuyer, Xxxxx’s Property such property shall be immediately released to Buyer or delivered to Buyer by Seller, Seller either (i) F.O.B. transport equipment cars or trucks at Seller’s 's plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs cost of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise Buyer shall have on any of Buyer’s Property for work performed on the right to enter onto Seller's premises at all reasonable times to inspect such property or otherwiseand Seller's records with respect thereto.
Appears in 1 contract
Samples: Purchase Order Agreement (American Axle & Manufacturing Holdings Inc)
BUYER’S PROPERTY. All suppliesUnless otherwise agreed to in writing, materialslayouts, models, all tools, jigsgauges, designs, sketches, drawings, blueprints, patterns, dies, gaugesspecifications, fixturesengineering data or other technical or proprietary information, moldsspecial appliances, patterns, equipment and other items equipment or materials of every description furnished to Seller by Buyer, either directly or indirectly, to Seller to perform this contract, any materials affixed or for which Seller has been reimbursed by Xxxxxattached thereto, shall be and remain the property of the Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Such property (and whenev-er practical, each individual item thereof), shall be plainly marked or otherwise adequately identified by Seller as “property of International Wire Group” and shall be safely stored separate and apart from Seller’s property and shall be sub-ject to examination by Buyer. Seller shall bear the risk of loss of not substitute any property for Buyer’s Property and damage to Xxxxxshall not use such except in filling Buyer’s orders. Buyer’s Property, while in Seller’s custody or control, shall be maintained in good condi-tion at Seller’s expense, shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer. Buyer’s Property shall be subject to removal at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyerrequest, in which event Buyer Seller shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of prepare Buyer’s Property for work performed on shipment and shall deliver the same to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Any special tooling, the full cost or a substantial portion of the cost of which is included in the price of Buyer’s orders, shall upon completion of orders become the properly of Buyer. Seller shall return the same to Buyer or make such property other disposition thereof as may be directed or otherwiseapproved by Buyer.
Appears in 1 contract
Samples: Purchase Order Agreement
BUYER’S PROPERTY. All suppliesSeller shall not purchase for the account of Buyer or charge to Buyer any tools, materials, toolsdies, jigs, dies, gaugesmolds, fixtures, moldspatterns or other equipment (collectively,"Tools") used or useable for producing Products pursuant to this Purchase Order, patterns, equipment unless such Tools have been listed on Seller's invoice and other items furnished approved by Buyer in writing. Seller acknowledges that all Tools so approved and supplied by or fabricated by Seller for Buyer, either directly all Tools otherwise supplied by Buyer or indirectlyits customer, to Seller to perform this contractand all Products returned by Buyer for repair or pending replacement (collectively, or for which Seller has been reimbursed by Xxxxx, "Buyer's Property") are and shall be owned by Buyer and remain Tools shall be used only for the Production of Products for Buyer. All rights, title, and interest in and to any part of Tooling to be paid for by the Buyer will vest immediately in Buyer as soon as the Tooling is acquired by the Seller or fabricated by the Seller in accordance with a Buyer Purchase Order. Seller shall have only temporary possession of Buyer's Property and shall deliver all or any part thereof to Buyer immediately upon demand or automatically upon any bankruptcy or insolvency filing or other event. Seller at its own expense shall keep all Buyer's Property in working condition and fully insured for the benefit of Buyer at all times while in Seller's possession, will keep it segregated from all other assets and labelled as being the property of Buyer, and will immediately sign and file any UCC-1 forms required by Buyer and held by Seller on a bailment basis (“Buyer’s Property”)in respect thereof. Seller shall bear the risk of bears all responsibility for loss of and damage to Xxxxx’s any Buyers Property, including responsibility for loss and damage which occur despite Sellers exercise of reasonable care, but excluding normal wear and tear. Buyer’s Seller hereby grants to the Buyer the option of purchasing any Tools which are not Buyer Property and have been used exclusively for the manufacture of the Products, at Seller's unamortized direct out of pocket cost. If Seller subcontracts all or any portion of the manufacture of the Tools, Seller shall at so notify Buyer in advance and obtain for Buyer all times be properly housed and maintained of the rights contained in this Paragraph 17 from each such subcontractor used by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on such property or otherwise.
Appears in 1 contract
Samples: Purchase Order
BUYER’S PROPERTY. All 12.1. To the extent that Buyer furnishes (either directly or indirectly) to Seller, or directly reimburses Seller for the cost of, any specific supplies, materials, drawings, machinery, equipment, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and patterns or other items furnished to be used by Buyer, either directly or indirectly, to Seller to perform this contractmanufacture, assemble or for which Seller has been reimbursed by Xxxxxotherwise produce the Equipment or any portion thereof (“Buyer’s Property”), such Buyer’s Property shall be and remain the property of Buyer and held by Seller on a bailment basis (“basis.
12.2. Buyer shall make no warranty on the quality of Buyer’s Property”), and Seller shall inspect any and all of such Xxxxx’s Property before taking possession, custody or control as a bailment. Seller shall bear the assumes all risk of loss of and loss, destruction or damage to Xxxxx’s PropertyProperty while in Seller’s possession, custody or control, including any transfer to Seller’s subcontractors.
12.3. Seller at its expense shall: (a) properly house Buyer’s Property shall at to a commercially reasonable standard; (b) maintain Buyer’s Property, including its repair or replacement, in the condition necessary to produce the Equipment in accordance with the terms of the purchase order and this Agreement and be responsible for all times be properly housed wear and maintained by Sellertear, at its expense, shall not be used by Seller for any purpose other than the performance of this contract; shall be deemed to be personalty; shall be excluding normal wear and tear;
(c) conspicuously marked by Seller mark Buyer’s Property as the property of Buyer; shall not be commingled (d) prevent the commingling of Buyer’s Property with the property of owned by Seller or with that of a third personparty; and shall not be moved from Seller’s premises without (e) obtain Buyer’s prior written approval. Buyer shall have consent before moving Buyer’s Property to another location of Seller or a third party; (f) use Buyer’s Property solely in the right to enter Sellerperformance of this Agreement unless specifically authorized in writing by Buyer; (g) keep and maintain, and provide proof upon Buyer’s premises at all reasonable times to inspect such property and Xxxxxx’s records with respect theretorequest of, adequate
12.4. Upon the request of XxxxxXxxxx and at Buyer’s option, XxxxxSeller shall immediately release or deliver Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by SellerBuyer, either either: (ia) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, ; or (iib) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such property to such location. Seller is responsible for labor and other costs of dismounting, dismantling and staging Buyer’s Property for release or delivery. Seller agrees that in the event of its failure to hand over possession of Xxxxx’s Property immediately upon Xxxxx’s request, Xxxxx shall be entitled to enter Seller’s premises and take possession thereof without any written or oral notification.
12.5. When permitted by lawlaws, Seller waives any lien or other rights that Seller might otherwise have on any of in Buyer’s Property for work performed on such property Property, including, but not limited to, any rights of setoff, recoupment or otherwisecounterclaim arising from this or any other transactions with Buyer.
Appears in 1 contract
Samples: General Terms and Conditions for Equipment Purchasing