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Common use of BUYER’S PROPERTY Clause in Contracts

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, 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 paid (other than through piece price amortization) by Buyer (“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 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: General Terms and Conditions

BUYER’S PROPERTY. A. All supplies, materials, prototype and production molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipmentspecifications, related software drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) 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 paid (other than through piece price amortization) reimbursed by Buyer (collectively, “Buyer’s Property”), will shall be and remain the property of Buyer, Buyer and all right, title and interest in Xxxxx’s Property be held by Seller on a bailment at-will remain with Buyer, subject only to the limited right of possession granted to Seller under this Sectionbasis. 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 shall not otherwise passed to Buyer, title will pass be used by Seller for any purpose other than performance of this Agreement and shall be returned by Seller to Buyer immediately when no longer required under this Agreement, when this Agreement is completed, or upon completion of demand by 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 will shall be responsible for all personal property taxes and other charges or levies imposed on Buyer’s Property while in Seller’s possession. B. Seller shall bear all 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 will shall at all times be properly housed and maintained by Seller, at its expense, will ; shall not be used by Seller for any purpose other than the performance of this ContractAgreement; will be deemed to be personalty; will shall be conspicuously marked by Seller to identify same as the property of Buyer and indicate Buyer’s name and address; will shall not be commingled with the property of Seller or with that of a any third person; person and will shall not be moved from Seller’s premises without Xxxxx’s prior written approvalapproval of an authorized representative of Buyer. Seller, at its expense, shall maintain, repair and refurbish Buyer’s Property in first class condition. All replacement parts, additions, improvements and accessories for such Buyer’s Property shall automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property. C. Seller agrees that Buyer has the right, at any time, with or without reason and without payment of any kind to retake possession of or request return of any or all Buyer’s Property, without the necessity of obtaining a court order. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either FOB transport equipment at Seller’s plant, properly packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such Buyer’s Property, or in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable cost of delivering such Buyer’s Property to such location. Buyer and its designees will 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 thereto. Upon to Buyer’s Property. D. Seller shall keep a true record of all Buyer’s Property in its possession under bailment, shall give the request 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, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at in Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent possession. E. When permitted by law, Seller waives any liens, claims, encumbrances, interests lien 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 property, for the purchase price of any goods or services or otherwise. To Seller’s failure to deliver any item of Buyer’s Property to Buyer (or its agent) at the extent any Intellectual Property Rights owned end of the bailment, as directed by or licensed Buyer, will (1) be a breach of this Agreement, and (2) subject Seller to Seller is embodied inliability for, or is otherwise necessary among other things, conversion and responsibility for the intended use ofall costs and expenses, any including actual attorneys’ fees, incurred by Buyer to recover such Buyer’s Property, Seller 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 1 contract

Samples: Standard Terms and Conditions

BUYER’S PROPERTY. All suppliesproperty used by Seller in connection with this Agreement which is owned, materialsfurnished, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly charged to or indirectly, to Seller to perform this Contract, or paid for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of Buyer subject to removal and 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 Agreement and adequately insured by Seller at its expense for Buyer's protection. Seller shall assume all liability for and maintain and repair such property and return the same to Buyer in its original condition, reasonable wear and tear expected, 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 until the first article produced there from shall have been received and accepted. Materials, excluding Government Property, furnished by Buyer on other than a charge basis in connection with this Agreement shall be held by Seller as bailee thereof. Seller agrees to pay Buyer’s replacement cost for all such material spoiled or otherwise not satisfactorily accounted for less a reasonable amount for scrap. Seller shall be a bailee of the Buyer’s property until the termination or expiration of the Agreement or Buyer requires Seller to return such property, whichever may occur first. As bailee, Seller is required to provide insurance for the Buyer’s property, pay any reasonable expenses associated with the storage and maintenance of the Buyer’s property, and retain possession of the Buyer’s property throughout the execution of the Agreement, unless written permission is obtained from the Buyer. Seller covenants and warrants to Buyer that it will not permit or suffer any third party or parties to assert any liens of any nature against Buyer’s property, by any agreement, use the property as collateral in any secured transaction, or perfect any security interest in the same or otherwise encumber the property. The Seller will also indemnify, defend, and hold harmless Buyer, and all right, title persons and interest in Xxxxx’s Property will remain with entities of Buyer, subject only to from any and all damages and claims for damages arising out of this Agreement or in connection with the limited right of possession granted to products manufactured or processed by the 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 in any using Buyer’s Property has property. The Buyer and its agents shall not otherwise passed to Buyerbe liable for any injury, title will pass to Buyer immediately upon completion death or property damage arising form the use of the 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 will bear all risk be liable for any loss or damage of loss of and damage to Xxxxx’s Property. the Buyer’s Property will at all times be properly housed property and maintained by Seller, at its expense, will not be used by Seller provide a replacement value for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller lost or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such damaged property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: General Terms and Conditions

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer, either directly Buyer to Supplier or indirectly, to Seller to perform made by Supplier for the purpose of this Contract, Agreement or paid for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”)and all replacements thereof and materials attached thereto, will shall 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 in any All Buyer’s Property has not property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise passed to Buyer, title will pass to Buyer immediately upon completion of adequately identified by Supplier as being 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 firstwill at Supplier’s expense be safely stored (separate and apart from Supplier’s property whenever practicable) and maintained and will be kept free of all liens, claims, encumbrances and interests of third parties. Seller will bear all risk of Supplier shall be responsible for loss of and damage to Xxxxx’s Propertyproperty. BuyerSupplier will not substitute any property for Xxxxx’s Property will at all times be properly housed and maintained by Seller, at its expenseproperty, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller deliver or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) make available to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to third party any of Buyer’s Property property or any property or goods developed, manufactured or created with the aid of any of Buyer’s 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 fulfilling the Orders of Buyer. Upon completion by Supplier of the Order, or upon the written request of Xxxxx at any time, Supplier will prepare all Buyer’s property for work performed on shipment and deliver such property to Buyer in the same condition as originally received by Supplier, reasonable wear and tear excepted. Buyer shall have the right, at all reasonable times, upon prior notice to enter Supplier’s premises to inspect any and all Buyer’s property and any property or otherwise. To goods manufactured, developed or created with the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, aid of any Buyer’s Propertyproperty. Should Supplier be unable to deliver Goods pursuant to this Agreement, Seller hereby grants Buyer, by written notice, may vest in itself title to finished parts, raw materials or work in process associated with this Agreement, and Supplier shall deliver all such material and other Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual property to the maximum extent permitted such location or locations outside its facility as may be designated 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 1 contract

Samples: Standard Terms and Conditions of Purchase

BUYER’S PROPERTY. All suppliesproperty of Buyer furnished or made available to Seller for performance of work under any Order, materials, prototype and production tools, jigs, dies, gauges, fixturesincluding without limitation any tooling, molds, patternsmachines, and other manufacturing 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 paid (other than through piece price amortization) by shall remain the property of Buyer (“Buyer’s Property”), will ) and shall be segregated from Seller’s property and remain the property of be individually marked and identified as 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 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times shall be properly housed and maintained exclusively used by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Seller, at its Seller’s expense, will not to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be used by Seller responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose other than of manufacturing Goods for which Buyer owns or Buyer’s licensors own the performance intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of this Contract; will such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be deemed to be personalty; will be conspicuously marked treated by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the carrier selected by Buyer to transport such property, or (ii) to cost of any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or other rights items that Seller might otherwise have purchases, acquires or assert on or with respect develops to any of manufacture Goods for Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Purchasing Agreement

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, 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 Contractcontract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“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 in 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 will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times always be properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contractcontract; will be deemed to be personaltypersonal property; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without XxxxxBuyer’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and SellerXxxxxx’s records with respect thereto. Upon the request of BuyerXxxxx, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by lawIf such immediate release does not happen, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, nontwenty-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.four

Appears in 1 contract

Samples: Purchase Order Agreement

BUYER’S PROPERTY. All suppliesUnless otherwise agreed in a writing signed by an authorized representative of Buyer, materialsall drawings, prototype and production sketches, blueprints, specifications, designs, models, tools, molds, jigs, dies, gauges, fixtures, molds, patterns, equipment, related software patterns and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments material and replacements thereof) information furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or paid for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will pursuant to this order or any applicable order and any replacement thereof or any materials affixed or attached thereto shall be and remain the property of Buyer and shall be delivered to Buyer or otherwise disposed of in accordance with Buyer's instructions. Such property, and whenever practical each individual item thereof shall be plainly marked or otherwise adequately identified by Seller as Property of Buyer and shall be safely stored separate from Seller's property. Seller shall not substitute any property for Buyer's property and shall not use such property except in filling Buyer's orders. Seller assumes all rightrisk and liability for loss of or damage to Buyer's property in its custody or control, title except for normal wear and interest in Xxxxx’s Property will remain with Buyertear, subject only and shall insure such property at its own expense for an amount at least equal to the limited right of possession granted replacement cost thereof, with loss payable to Buyer and such property shall be subject to removal at Buyer's written request in which event Seller shall prepare such property for shipment and shall redeliver to Buyer in the same condition as originally received by Seller reasonable wear and tear expected, all at Seller's expense. Unless previously known to Seller free of any obligation to keep it confidential, all information of Buyer shall be kept confidential by Seller and such information and other property of Buyer shall be used only in performing under this Section. 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of order and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained by Seller, at its expense, will may not be used by Seller for other purposes. Such property while in Seller's custody or control shall be held free of any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment liens at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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's risk.

Appears in 1 contract

Samples: Terms and Conditions of Purchase

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairsrepairs and refurbishments thereto, refurbishments and replacements thereof) and, in each case, all Intellectual Property Rights in the same, directly or indirectly furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or for which Seller Buyer has been paid or agreed to pay (other than directly or through piece price amortizationamortization in Product price) by Buyer (collectively, “Buyer’s Property”), will be and remain the property of Buyer (or Buyer’s customer, as applicable), and all right, title and interest in XxxxxBuyer’s Property will remain with Buyer (or Buyer’s customer, subject only as applicable). All replacement parts, additions, improvements and accessories to the limited right of possession granted to Seller under this SectionBuyer’s Property will automatically become Buyer’s Property. Unless prohibited by applicable Law, Buyer willmay, at any time, have the right to immediate for any reason and without payment of any kind, retake possession of Xxxxxor request return of any of Buyer’s Property, on Xxxxx’s demand. If title in any Seller will immediately release Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately (or its designee) 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 firstrequest. Seller will bear all risk of loss of and damage to Xxxxx’s Property. to, and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously mark Buyer’s Property will at all times be properly housed (to identify same as Buyer’s Property and maintained by Seller, at indicate Buyer’s or its expense, customer’s name and address). Seller will not be used by Seller move Xxxxx’s Property from Seller’s premises, commingle Buyer’s Property with Seller’s or a third party’s property or use Xxxxx’s Property for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by the Agreement. Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; waives and will not be moved prevent from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives attaching any liens, claims, encumbrances, interests encumbrances or other rights that of Seller might otherwise have or assert on or with respect to any of third party (other than Buyer’s Property for work performed on such property or otherwisecustomer, if applicable) in Buyer’s Property. To the extent any Intellectual Property Rights owned by or licensed to Seller is are embodied in, or is are otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by lawperpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such Intellectual Property Rights. Buyer has not made and does not make any warranty or representation whatsoever, either express or implied, as to the condition, merchantability, design or operation of Buyer’s Property or its fitness for any particular purpose.

Appears in 1 contract

Samples: General Terms and Conditions of Purchase

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixturesfixt ures, molds, patterns, 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 Contractcontract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“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 in 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 will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contractcontract; will be deemed to be personaltypersonal property; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without XxxxxBuyer’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. 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 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Sales Contracts

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigsequipment, dies, gauges, fixturesmodels, moldsdrawings, patterns, equipment, related software and or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer, either directly or indirectly, the Buyer to Seller to perform or made by Seller for the purpose of this Contractorder or paid for by the Buyer and all replacements thereof and materials fixed or attached thereto, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of the Buyer. All Buyer’s property and, whenever practicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as "Property of Hitachi" and will, at Seller's expense, be safely stored separate and apart from Seller's property wherever practicable, and will be kept free of all rightliens, title claims, encumbrances and interest interests of third parties. Seller will not substitute any property for any of Buyer's property, will not deliver or make available to any third party any of Buyer's property or any property or goods developed or created with the aid of Buyer's property, except in Xxxxxfilling the orders of Buyer. All Buyer’s Property property, while in Seller's custody or control, will remain with Buyer, subject only be held at Seller's risk and will be kept insured by Seller at Seller's expense in an amount equal to the limited right replacement cost with loss payable to Buyer. Upon completion by Seller or this order, or upon the written request of possession granted to Seller under this Section. Buyer will, Xxxxx at any time, Seller will prepare all Buyer's property for shipment and deliver such property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Any of Buyer’s property which or any property or goods manufactured, developed, or created with the aid of any Buyer's property which for any reason, is not to be delivered to or accepted by Buyer will be destroyed by Seller unless otherwise directed by Xxxxx in writing. Buyer shall 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times upon prior request to enter Seller's premises to inspect any and all Buyer’s Property and Seller’s records 's property or goods manufactured, developed, or created with respect thereto. Upon the request aid of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such 's property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Purchase Order Terms and Conditions

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigsequipment, dies, gauges, fixturesmodels, molds, patterns, equipment, related software drawings and or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer, either directly or indirectly, Buyer to Seller to perform or made by Seller for the purpose of this Contract, Order or paid for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”)and all replacements thereof and materials fixed or attached thereto, will shall be and remain the property of Buyer. All Buyer's property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as "property of Xxxxxxx", will, at Seller's expense, be safely stored separate and apart from Seller's property wherever practicable, and will be kept free of all rightliens, title claims, encumbrances and interest interests of third parties. Seller will not substitute any property for any of Buyer's property, will not deliver or make available to any third party any of Buyer's property or any property or goods developed, manufactured or created with the aid of any of Buyer's 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 Xxxxx’s Property filling the Orders of Buyer. All Buyer's property, while in Seller's custody or control, will remain with Buyer, subject only be held at Seller's risk and will be kept insured by Seller at Seller's expense in an amount equal to the limited right replacement cost, with loss payable to Buyer. Upon completion by Seller of possession granted to Seller under this Section. Buyer willOrder, or upon the written request of Xxxxx at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Seller will prepare all Buyer’s Property has not otherwise passed to Buyer, title will pass 's property for shipment and deliver such property to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or in the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained same condition as originally received by Seller, at its expensereasonable wear and tear excepted. Any of Buyer's property or any property or goods manufactured, developed or created with the aid of any Buyer's property which, for any reason, is not to be delivered to or accepted by Buyer will not be used destroyed by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked unless otherwise directed by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approvalXxxxx in writing. Buyer and its designees will shall have the right right, at all reasonable times, upon prior request, to enter Seller’s 's premises at all reasonable times to inspect any and all Buyer’s Property 's property and Seller’s records any property or goods manufactured, developed or created with respect thereto. Upon the request aid of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such 's property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Purchase Order

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigsequipment, dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer, either directly or indirectly, Buyer to Seller to perform or produced or supplied by Seller for the purpose of this Contract, Purchase Order or paid for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will and all replacements thereof and materials fixed or attached thereto shall be and remain the property of Buyer. All Buyer's property and, whenever applicable, each individual item thereof, shall be plainly marked and otherwise adequately identified by Seller as "Property of Marketing Worldwide, LLC.", shall, at Seller' cost and expense, be safely stored (separate and apart from Seller's property wherever applicable) and shall be kept free of all rightliens, title claims, encumbrances and interest interests of any third party. Seller shall not substitute any property for any of Buyer's property, shall not deliver or make available to any third party any of Buyer's property or any property or goods developed, manufactured or created with the aid of any of Buyer's property and shall 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 Xxxxx’s Property will remain with filing the orders of Buyer. All Buyer's property, subject only while in Seller's custody or control, shall beheld at Seller's risk and shall be kept insured by Seller at Seller's costs and expenses in an amount equal to the limited right replacement cost, with loss payable to Buyer. Upon completion by Seller of possession granted to Seller under this Section. Purchase Order, or upon the written request of Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Seller shall prepare all Buyer’s Property has not otherwise passed to Buyer, title will pass 's property for shipment and deliver such property to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property in the same condition as originally produced or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained received by Seller, at its expensereasonable wear and tear excepted. Any of Buyer's property or any property or goods manufactured, will developed or created with the aid of any of Buyer's property which, for any reason, is not to be used delivered to or accepted by Buyer shall be destroyed by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked unless otherwise directed by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approvalBuyer in writing. Buyer and its designees will shall have the right right, at all reasonable times, upon prior request, to enter Seller’s 's premises at all reasonable times to inspect any and all Buyer’s Property 's property and Seller’s records with respect thereto. Upon the request of Buyerany property or goods manufactured, Xxxxx’s Property will be immediately released to Buyer developed or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance created with the requirements aid of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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 's property or otherwise. To the extent to receive any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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's property.

Appears in 1 contract

Samples: Purchase Order (Marketing Worldwide Corp)

BUYER’S PROPERTY. All supplies, materials, prototype and production toolstooling, jigs, dies, gauges, fixtures, molds, patterns, equipment, related software software, and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments refurbishments, and replacements thereof) (collectively, “Equipment”) furnished by Buyer, either directly or indirectly, to Seller, or manufactured or acquired by Seller for Buyer, to perform this Contract, or for which Seller has been paid (other than through piece price amortization) Contract by Buyer (“Buyer’s Property”), ) will be and remain the property of Buyer, and all Xxxxx. All right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the Seller’s limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate use and possession of XxxxxBuyer’s Property, on Xxxxxas Buyer’s demandbailee-at-will, in connection with Seller’s manufacture of the Goods. If title in to any Buyer’s Property Equipment subject to a Purchase Order has not otherwise passed to Buyer, title will pass to Buyer Buyer, free and clear of all liens, claims, security interests, and other encumbrances, 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 propertyEquipment, whichever comes firstand such Equipment will then be deemed to be Buyer’s Property. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will (a) at all times be properly housed and maintained by Seller, at its expense, will (b) not be used by Seller for any purpose other than the performance of this Contract; will (c) be deemed to be personalty; will (d) be conspicuously marked by Seller as the property of Buyer; will (e) not be commingled with the property of Seller or with that of a third person; and will (f) not be moved from Seller’s premises without XxxxxBuyer’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Upon Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyerrequest, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either either: (iA) FCA transport equipment at Seller’s plant (Incoterms 2010Incoterms, 2020), 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 case Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by lawTO THE FULLEST EXTENT PERMITTED BY LAW, Seller waives any liensSELLER WAIVES ANY LIENS, claimsCLAIMS, encumbrancesENCUMBRANCES, 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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.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

Appears in 1 contract

Samples: Purchasing Terms and Conditions

BUYER’S PROPERTY. A. All supplies, materials, prototype and production molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipmentspecifications, related software drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) 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 paid (other than through piece price amortization) reimbursed by Buyer (collectively, “Buyer’s Property”), will shall be and remain the property of Buyer, Buyer and all right, title and interest in Xxxxx’s Property be held by Seller on a bailment at-will remain with Buyer, subject only to the limited right of possession granted to Seller under this Sectionbasis. 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 shall be used by Seller only to Buyer, title will pass complete Purchase Orders for Buyer under this Agreement and shall be returned by Seller to Buyer immediately when no longer required under this Agreement, when this Agreement is completed, or upon completion of demand by 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 will 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 all 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 will shall at all times be properly housed and maintained by Seller, at its expense, will ; shall not be used by Seller for any purpose other than the performance of this ContractAgreement; will shall be deemed to be personaltypersonal; will shall be conspicuously marked by Seller to identify same as the property of BuyerBuyer and indicate Xxxxx’s name and address; will shall not be commingled with the property of Seller or with that of a any third person; person and will 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 Property in first class condition. All replacement parts, additions, improvements and accessories for such Buyer’s Property shall automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property. X. Xxxxxx agrees that Xxxxx has the right, at any time, with or without reason and without payment of any kind to retake possession of or request return of any or all Buyer’s Property, without the necessity of obtaining a court order. Upon the request of Buyer, Xxxxx’s prior written approvalProperty shall be immediately released to Buyer or delivered to Buyer by Seller, either FOB transport equipment at Seller’s plant, properly packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such Buyer’s Property, or in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable cost of delivering such Buyer’s Property to such location. Buyer and its designees will 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 thereto. Upon to Xxxxx’s Property. X. Xxxxxx shall keep a true record of all Buyer’s Property in its possession under bailment, shall give the request 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, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at in Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent possession. E. When permitted by law, Seller waives any liens, claims, encumbrances, interests lien 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 property, for the purchase price of any goods or services or otherwise. To Seller’s failure to deliver any item of Buyer’s Property to Buyer (or its agent) at the extent any Intellectual Property Rights owned end of the bailment, as directed by or licensed Xxxxx, will (1) be a breach of this Agreement, and (2) subject Seller to Seller is embodied inliability for, or is otherwise necessary among other things, conversion and responsibility for the intended use ofall costs and expenses, any including actual attorneys’ fees, incurred by Buyer to recover such Buyer’s Property, Seller 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 1 contract

Samples: Purchase Order Terms and Conditions

BUYER’S PROPERTY. All suppliesproperty which is furnished by Buyer either directly or indirectly to Seller to perform the Agreement or for which Buyer has agreed in a Purchase Order to reimburse or otherwise pay Seller (collectively "Buyer’s Property") will become property of Buyer or its customer (including passage of title) as it is fabricated, materialsinstalled, prototype and production toolsaffixed, attached, or acquired, regardless of payment. Buyer’s Property includes: (a) tooling (including fixtures, gauges, jigs, diespatterns, gaugescastings, fixtures, cavity dies and molds, patterns, equipment, with all related software and other items (together with any accessionssoftware, appurtenances, accessions, and accessories) (collectively, "Tooling"); (b) packaging; (c) equipment materials or other goods owned by the Buyer that are placed in the possession or control of the Seller for its use in connection with the Services, and (d) all documents, designs, drawings, standards or specifications, trade secrets, proprietary information and other materials and goods relating to the Services. Buyer’s Property also includes any modifications, repairs, refurbishments refurbishments, and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“of 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 in any shall use Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion only for the performance 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 firstServices. Seller will shall bear all of the risk of loss of and damage to Xxxxxthe Buyer’s Property. Seller shall not purchase any Tooling for the account of Buyer or charge Buyer for any Tooling except as authorized in a Purchase Order. Seller at its own expense shall: (e) keep all Buyer’s Property will in good working condition and fully insured for the benefit of Buyer at all times be properly housed while in Seller’s possession; (f) keep it segregated from all other assets and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller labeled as being the property of Buyer, and immediately sign and file any UCC-1 forms required by Buyer in respect thereof; will not be commingled with the property of Seller or with that of a third person(g) inspect, test and approve it prior to any use; and will (h) house, maintain, repair and replace it, except for normal wear and tear. Seller shall have only temporary possession of Buyer’s Property as a bailee-at-will. Seller may not be moved from Sellerrelease or dispose of Xxxxx's Property to any third party without the prior signed written permission of Buyer’s premises authorized representative. Seller may not relocate Buyer’s Property without the prior written permission signed by Xxxxx’s prior written approvalauthorized representative. Buyer and its designees will have the right to enter Seller’s 's premises at all reasonable times to inspect any of Buyer’s Property and therein, as well as Xxxxxx's records regarding Xxxxx's Property. Only Buyer (or Buyer’s affiliates) has any right, title or interest in Xxxxx’s Property, except for Seller’s records with respect thereto. Upon the request of Buyerlimited right, subject to Xxxxx’s sole discretion, to use Xxxxx’s Property will be immediately released in performing the Services. Xxxxxx agrees neither to create, nor allow to exist, any liens on Xxxxx’s Property, and Xxxxxx agrees to sign any documents reasonably required by Buyer to perfect all rights granted herein. Seller grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Xxxxxx's behalf any financing statements, notices, or delivered other documents with respect to Xxxxx’s Property that Buyer by Sellerdetermines are reasonably necessary to reflect Xxxxx’s interest in Xxxxx’s Property. Immediately upon Xxxxx’s request for any reason, either (i) FCA transport equipment at Selleror upon any bankruptcy or insolvency filing, and without payment of any kind from Buyer, Seller will return or relocate Buyer’s plant (Incoterms 2010), properly packed and marked Property in accordance with Buyer’s instructions, including but not limited to the requirements method and destination of the carrier selected by its return or relocation. Seller will give Buyer to transport such property, or (ii) to any location designated by Buyer, Seller’s full cooperation in which event Buyer will pay to this regard. Seller the reasonable is responsible for labor and all other costs of delivering such property incidental to such locationreturn or relocation. To Seller will provide Buyer with access to all facilities at which Buyer's Property is located. Seller expressly waives any right to additional notice or process relating to Buyer’s exercise of its rights under this Section. Seller waives, to the fullest extent permitted by law, Seller waives : (i) any liens, claims, encumbrances, interests lien or other rights that Seller might otherwise have or assert on or with respect any of Buyer’s Property, including but not limited to molders and builders liens; and (j) any objection to the Buyer’s repossession, removal, and relocation of Buyer’s Property for work performed on such property any or otherwiseno reason, including bankruptcy or insolvency proceedings. To Seller acknowledges and agrees that: (k) Seller has inspected Buyer’s Property and is satisfied that the extent any Intellectual Buyer’s Property Rights owned by or licensed is suitable and fit for its intended purposes, and (I) BUYER HAS NOT MADE AND DOES NOT MAKE, BUT RATHER EXPRESSLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BUYER'S PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller is embodied infor any loss, damage, injury or is otherwise necessary for expense of any kind or nature caused, directly or indirectly, by the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paidincluding, irrevocablewithout limitation, non-exclusivethe use or maintenance thereof, worldwideor the repair, perpetual to the maximum extent permitted service or adjustment thereof, or by law, royalty-free license, with the right to grant sublicenses as necessary any interruption of service or for any use loss of Buyer’s Propertybusiness whatsoever or howsoever caused, including, without limitation, any damages or loss of anticipatory, profits or any other indirect, incidental, special or consequential damages, including but not limited to use such Intellectual Property Rightslegal costs and attorney fees.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) 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 indirectlyattached thereto, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of the Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller 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 rightliens, title claims, encumbrances and interest interests of third parties. Seller will not substitute any property for Buyer’s property, will not deliver or make available to any third party any of Buyer’s property or any property or goods developed, manufactured or created with the aid of any of Buyer’s 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 Xxxxx’s Property will remain with filling the orders of Buyer. Upon completion of this order, subject only to or upon the limited right written request 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 in any Seller will prepare all Buyer’s Property has not otherwise passed to Buyer, title will pass property for shipment and deliver such property to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or in the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained same condition as originally received by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; reasonable wear and will not be moved from Seller’s premises without Xxxxx’s prior written approvaltear excepted. Buyer and its designees will shall have the right right, at all reasonable times upon prior notice to enter Seller’s premises at all reasonable times to inspect any and all Buyer’s Property property and Seller’s records with respect thereto. Upon the request of Buyerany property or goods manufactured, Xxxxx’s Property will be immediately released to Buyer developed or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance created with the requirements aid of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, property. Seller 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 shall have such responsibility for any use of Buyer’s Property, property as is chargeable to use such Intellectual Property RightsSeller by law by reason of its position as a bailee.

Appears in 1 contract

Samples: Corporate Purchase Agreement

BUYER’S PROPERTY. All suppliestechnical information or data, materialsmethods, prototype and production toolsprocesses, jigsformulae, designs, sketches, drawings, blueprints, patterns, dies, gaugesmodels, molds, tools, rigs, fixtures, moldsplates, patternscuts, equipment, related software special appliances and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or paid for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will in connection with this Purchase Order shall be and remain the property of the 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 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will shall have the right to enter Seller’s premises and to remove any such items at any time, without being guilty of trespass or liable for damages of any sort. All such items described above shall be used only in performance of work under this Purchase Order, unless Buyer consents otherwise, in writing. Seller shall prominently xxxx all reasonable times to inspect such items as property of Buyer’s Property . Seller shall also xxxx such items with the corresponding drawing number. Seller shall similarly list all such items on invoices, and such items shall be used at Seller’s records with respect thereto. Upon the request of Buyerrisk and shall be replaced by Seller if lost, Xxxxx’s Property will damaged, or destroyed, or shall otherwise be immediately released liable to Buyer or delivered to Buyer as stated in this Agreement. These items shall be maintained in good condition at Seller’s Expense and shall be kept insured by Seller, either (i) FCA transport equipment at Sellerwith loss payable to Buyer. Seller shall not dispose of any such items without Buyer’s plant (Incoterms 2010)written consent. The provisions of this Clause shall survive delivery and payment, properly packed and marked remain in accordance full force until all said items are delivered to the Buyer or otherwise disposed of with the requirements of the carrier selected by Buyer’s written consent. Seller shall, without limitation as to time, indemnify and save Buyer to transport such harmless from all claims which may be asserted against said property, including, without limitation, mechanic’s liens or (ii) claims arising under workers’ compensation or occupational disease laws, and from all claims arising from injury to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such people or property related to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 Rightsitems.

Appears in 1 contract

Samples: Purchase Agreement

BUYER’S PROPERTY. All suppliesproperty of Buyer furnished or made available to Seller for performance of work under any Order or Release, materials, prototype and production tools, jigs, dies, gauges, fixturesincluding without limitation any tooling, molds, patternsmachines, and other manufacturing 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 paid (other than through piece price amortization) by shall remain the property of Buyer (“Buyer’s Property”), will ) and shall be segregated from Seller’s property and remain the property of be individually marked and identified as 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 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times shall be properly housed and maintained exclusively used by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Seller, at its Seller’s expense, will not to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be used by Seller responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose other than of manufacturing Goods for which Buyer owns or Buyer’s licensors own the performance intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of this Contract; will such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be deemed to be personalty; will be conspicuously marked treated by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the carrier selected by Buyer to transport such property, or (ii) to cost of any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or other rights items that Seller might otherwise have purchases, acquires or assert on or with respect develops to any of manufacture Goods for Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Purchasing Agreement

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer to Seller or made by Seller for the purpose of the Order or paid for by Buyer, either directly and all replacements thereof and materials fixed or indirectlyattached thereto, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as being Buyer’s property, will at Seller’s expense be safely stored (separate and apart from Seller’s property whenever practicable), and will be kept free of all rightliens, title claims, encumbrances and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right interests 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 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 Seller relating to such property, whichever comes firstthird parties. Seller will bear all risk of shall be responsible for loss of and damage to Xxxxx’s Property. Buyer’s Property property. Seller will not substitute any property for Buyer’s property, will not deliver or make available to any third party any of Buyer’s property or any property or goods developed, manufactured or created with the aid of any of Buyer’s 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 by Seller of the Order, or upon the written request of Buyer 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, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; reasonable wear and will not be moved from Seller’s premises without Xxxxx’s prior written approvaltear excepted. Buyer and its designees will shall have the right right, at all reasonable times, upon prior notice, to enter Seller’s premises at all reasonable times to inspect any and all Buyer’s Property property and Sellerany property or goods manufactured, developed or created with the aid of any Buyer’s records with respect theretoproperty. Upon the request Seller shall have such responsibility for Buyer’s property as is chargeable to Seller by law by reason of its position as a bailee. Should Seller be unable to deliver Goods pursuant to this Agreement, Buyer, Xxxxx’s Property will by written notice, may vest in itself title to finished parts, raw materials or work in process associated with this Agreement, and Seller shall deliver all such material and other Buyer property to such location or locations outside its facility as may be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Terms and Conditions of Purchase

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairsrepairs and refurbishments thereto, refurbishments and replacements thereof) and, in each case, all Intellectual Property Rights in the same, directly or indirectly furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or for which Seller Buyer has been paid or agreed to pay (other than directly or through piece price amortizationamortization in Product price) by Buyer (collectively, “Buyer’s Property”), will be and remain the property of Buyer (or Buyer’s customer, as applicable), and all right, title and interest in XxxxxBuyer’s Property will remain with Buyer (or Buyer’s customer, subject only as applicable). All replacement parts, additions, improvements and accessories to the limited right of possession granted to Seller under this SectionBuyer’s Property will automatically become Buyer’s Property. Unless prohibited by applicable Law, Buyer willmay, at any time, have the right to immediate for any reason and without payment of any kind, retake possession of Xxxxxor request return of any of Buyer’s Property, on Xxxxx’s demand. If title in any Seller will immediately release Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately (or its designee) 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 firstrequest. Seller will bear all risk of loss of and damage to Xxxxx’s Property. to, and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously xxxx Buyer’s Property will at all times be properly housed (to identify same as Buyer’s Property and maintained by Seller, at indicate Buyer’s or its expense, customer’s name and address). Seller will not be used by Seller move Buyer’s Property from Seller’s premises, commingle Buyer’s Property with Seller’s or a third party’s property or use Buyer’s Property for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by the Agreement. Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; waives and will not be moved prevent from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives attaching any liens, claims, encumbrances, interests encumbrances or other rights that of Seller might otherwise have or assert on or with respect to any of third party (other than Buyer’s Property for work performed on such property or otherwisecustomer, if applicable) in Buyer’s Property. To the extent any Intellectual Property Rights owned by or licensed to Seller is are embodied in, or is are otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by lawperpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such Intellectual Property Rightscuja ocorrência poderá interromper ou atrasar a produção da Compradora ou o desempenho da Vendedora sob este Contrato.

Appears in 1 contract

Samples: General Terms and Conditions of Purchase

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairsrepairs and refurbishments thereto, refurbishments and replacements thereof) and, in each case, all Intellectual Property Rights in the same, directly or indirectly furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or for which Seller Buyer has been paid or agreed to pay (other than directly or through piece price amortizationamortization in Product price) by Buyer (collectively, “Buyer’s Property”), will be and remain the property of Buyer (or Buyer’s customer, as applicable), and all right, title and interest in XxxxxBuyer’s Property will remain with Buyer (or Buyer’s customer, subject only as applicable). All replacement parts, additions, improvements and accessories to the limited right of possession granted to Seller under this SectionBuyer’s Property will automatically become Buyer’s Property. Unless prohibited by applicable Law, Buyer willmay, at any time, have the right to immediate for any reason and without payment of any kind, retake possession of Xxxxxor request return of any of Buyer’s Property, on Xxxxx’s demand. If title in any Seller will immediately release Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately (or its designee) 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 firstrequest. Seller will bear all risk of loss of and damage to Xxxxx’s Property. to, and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously xxxx Buyer’s Property will at all times be properly housed (to identify same as Buyer’s Property and maintained by Seller, at indicate Buyer’s or its expense, customer’s name and address). Seller will not be used by Seller move Buyer’s Property from Seller’s premises, commingle Buyer’s Property with Seller’s or a third party’s property or use Buyer’s Property for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by the Agreement. Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; waives and will not be moved prevent from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives attaching any liens, claims, encumbrances, interests encumbrances or other rights that of Seller might otherwise have or assert on or with respect to any of third party (other than Buyer’s Property for work performed on such property or otherwisecustomer, if applicable) in Buyer’s Property. To the extent any Intellectual Property Rights owned by or licensed to Seller is are embodied in, or is are otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by lawperpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such Intellectual Property Rights. Buyer has not made and does not make any warranty or representation whatsoever, either express or implied, as to the condition, merchantability, design or operation of Buyer’s Property or its fitness for any particular purpose.

Appears in 1 contract

Samples: General Terms and Conditions of Purchase

BUYER’S PROPERTY. A. All supplies, materials, prototype and production molds, machinery, equipment, patterns, tools, dies, jigs, dies, gauges, fixtures, moldsblueprints, patternsdesigns, equipmentspecifications, related software drawings, photographic negatives and positives, art work, copy layout, consigned material for production or repair and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) 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 paid (other than through piece price amortization) reimbursed by Buyer (collectively, “Buyer’s Property”), will shall be and remain the property of Buyer, Buyer and all right, title and interest in Xxxxx’s Property be held by Seller on a bailment at-will remain with Buyer, subject only to the limited right of possession granted to Seller under this Sectionbasis. 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 shall be used by Seller only to Buyer, title will pass complete Purchase Orders for Buyer under this Agreement and shall be returned by Seller to Buyer immediately when no longer required under this Agreement, when this Agreement is completed, or upon completion of demand by 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 will shall be responsible for protecting from loss or damage to, securing customary property insurance on, and for paying all personal property taxes and other charges or levies imposed on Xxxxx’s Property while in Seller’s possession. B. Seller shall bear all 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 will shall at all times be properly housed and maintained by Seller, at its expense, will ; shall not be used by Seller for any purpose other than the performance of this ContractAgreement; will be deemed to be personalty; will shall be conspicuously marked by Seller to identify same as the property of BuyerBuyer and indicate Xxxxx’s name and address; will shall not be commingled with the property of Seller or with that of a any third person; person and will 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 Property in first class condition. All replacement parts, additions, improvements and accessories for such Buyer’s Property shall automatically become Buyer’s Property upon their incorporation into or attachment to Buyer’s Property. C. Seller agrees that Xxxxx has the right, at any time, with or without reason and without payment of any kind to retake possession of or request return of any or all Buyer’s Property, without the necessity of obtaining a court order. Upon the request of Buyer, Xxxxx’s prior written approvalProperty shall be immediately released to Buyer or delivered to Buyer by Seller, either FOB transport equipment at Seller’s plant, properly packaged and marked in accordance with the requirements of the carrier selected by Buyer to transport such Buyer’s Property, or in any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable cost of delivering such Buyer’s Property to such location. Buyer and its designees will 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 thereto. Upon the request of Buyer, to Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (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 will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 1 contract

Samples: Purchase Agreement

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer, either directly or indirectly, the Buyer to Seller to perform or made by Seller for the purpose of this Contractorder or paid for by the Buyer and all replacements thereof and materials fixed or attached thereto, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of the Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as “property of Carrier Corporation,” will at Seller’s expense be safely stored (separate and apart from Seller’s property whenever practicable) and will be kept free of all rightliens, title claims, encumbrances and interest in interests of third parties. Seller will not substitute any property for Xxxxx’s Property property, will remain not deliver or make available to any third party any of Buyer’s property or any property or goods developed, manufactured or created with the aid of any of Buyer’s property and will not use any of Buyer’s property or any property or goods manufactured, subject only to developed or created with the limited right aid of possession granted to Buyer’s property, except in filling the orders of Buyer. Upon completion by Seller under of this Section. Buyer willorder, or upon the written request of Xxxxx at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Seller will prepare all Buyer’s Property has not otherwise passed to Buyer, title will pass property for shipment and deliver such property to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or in the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained same condition as originally received by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; reasonable wear and will not be moved from Seller’s premises without Xxxxx’s prior written approvaltear accepted. Buyer and its designees will shall have the right right, at all reasonable times, upon prior notice to enter Seller’s premises at all reasonable times to inspect any and all Buyer’s Property property and Seller’s records with respect thereto. Upon the request of Buyerany property or goods manufactured, Xxxxx’s Property will be immediately released to Buyer developed or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance created with the requirements aid of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, property. Xxxxx’s property is identified on this order. Seller hereby grants shall have such responsibility for such property as is chargeable to Buyer Seller by law by reason of its position as 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 Rightsbailee.

Appears in 1 contract

Samples: Terms and Conditions of Purchase

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by the Buyer to Supplier or made by Supplier for the purpose of the order or paid for by the Buyer, either directly and all replacements thereof and materials fixed or indirectlyattached thereto, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of the Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Supplier as “Property of Carrier Corporation ” (or as otherwise directed by Xxxxx), and will at Supplier’s expense be safely stored (separate and apart from Supplier’s property whenever practicable) and will be kept free of all rightliens, title claims, encumbrances and interest interests of third parties. Supplier will not substitute any property for Buyer’s property, will not deliver or make available to any third party any of Buyer’s property or any property or goods developed, manufactured or created with the aid of any of Buyer’s 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 Xxxxx’s Property will remain with filling the orders of Buyer. Upon completion of the order, subject only to or upon the limited right written request of possession granted to Seller under this Section. Buyer will, Xxxxx at any time, Supplier will prepare all Buyer’s property for shipment and deliver such property to Buyer in the same condition as originally received by Supplier, reasonable wear and tear excepted. Buyer shall have the right to immediate possession of Xxxxx’s Propertyright, 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 Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times upon prior notice, to enter Supplier’s premises to inspect any and all Buyer’s Property property and Seller’s records with respect thereto. Upon the request of Buyerany property or goods manufactured, Xxxxx’s Property will be immediately released to Buyer developed or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance created with the requirements aid of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller 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 property. Supplier shall have such responsibility for any use of Buyer’s Property, property as is chargeable to use such Intellectual Property RightsSupplier by law by reason of its position as a bailee.

Appears in 1 contract

Samples: Purchase Agreement

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) 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 indirectlyattached thereto, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of the Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as “Property of ABM,” 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 rightliens, title claims, encumbrances and interest in interests of third parties. Seller will not substitute any property for Xxxxx’s Property property, will remain not deliver or make available to any third party any of Buyer’s property or any property or goods developed, manufactured or created with the aid of any of Buyer’s property and will not use any of Buyer’s property or any property or goods manufactured, subject only to developed or created with the limited right aid of possession granted to Seller under Buyer’s property, except in filling the orders of Buyer. Upon completion of this Section. Buyer willorder, or upon the written request of Xxxxx at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Seller will prepare all Buyer’s Property has not otherwise passed to Buyer, title will pass property for shipment and deliver such property to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or in the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property will at all times be properly housed and maintained same condition as originally received by Seller, at its expense, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; reasonable wear and will not be moved from Seller’s premises without Xxxxx’s prior written approvaltear excepted. Buyer and its designees will shall have the right right, at all reasonable times upon prior notice to enter Seller’s premises at all reasonable times to inspect any and all Buyer’s Property property and Seller’s records with respect thereto. Upon the request of Buyerany property or goods manufactured, Xxxxx’s Property will be immediately released to Buyer developed or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance created with the requirements aid of the carrier selected by Buyer to transport such property, or (ii) to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any 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. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, property. Seller hereby grants shall have such responsibility for Xxxxx’s property as is chargeable to Buyer Seller by law by reason of its position as 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 Rightsbailee.

Appears in 1 contract

Samples: Purchase Agreement

BUYER’S PROPERTY. All supplies, materials, prototype and production tools, jigs, equipment dies, gauges, fixturesmodels, molds, patterns, equipment, related software and drawings or other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) materials furnished by Buyer to Seller or made by Seller for the purpose of the Order or paid for by Buyer, either directly and all replacements thereof and materials fixed or indirectlyattached thereto, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will shall be and remain the property of Buyer. All Buyer’s property and, whenever applicable, each individual item thereof, will be plainly marked and otherwise adequately identified by Seller as being Buyer’s property, will at Seller’s expense be safely stored (separate and apart from Seller’s property whenever practicable), and will be kept free of all rightliens, title claims, encumbrances and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right interests 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 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 Seller relating to such property, whichever comes firstthird parties. Seller will bear all risk of shall be responsible for loss of and damage to Xxxxx’s Propertyproperty. BuyerSeller will not substitute any property for Xxxxx’s Property will at all times be properly housed and maintained by Seller, at its expenseproperty, will not be used by Seller for any purpose other than the performance of this Contract; will be deemed to be personalty; will be conspicuously marked by Seller as the property of Buyer; will not be commingled with the property of Seller deliver or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s plant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport such property, or (ii) make available to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to third party any of Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by property or licensed to Seller is embodied ingoods developed, manufactured or is otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by law, royalty-free license, created with the right to grant sublicenses as necessary for aid of any use of Buyer’s Propertyproperty 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 by Seller of the Order, or upon the written request of Xxxxx at any time, Seller will prepare all Buyer’s property for shipment and deliver such property to use such Intellectual Property Rights.Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Buyer shall have the

Appears in 1 contract

Samples: Terms and Conditions of Purchase