Common use of BUYER’S PROPERTY Clause in Contracts

BUYER’S PROPERTY. a. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. (A) All supplies, materials, toolstooling, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by BuyerBuyer furnishes, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Buyer gives consideration to Seller has been reimbursed by in whole or in part ("Buyer's Property"), shall will be and remain the property of Buyer and be held by Seller on a bailment basis (“Buyer’s Property”)basis. Seller shall bear To the risk of loss of and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by extent that the Purchase Order provides that Xxxxx will reimburse Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement specific items of Buyer's Property shall be at (such as tooling), Seller will purchase and pay for such Buyer's Property as agent of Buyer. To the sole expense extent that the Purchase Order provides that Seller will obtain any specific items of Buyer's Property (such as tooling) without separate or additional payment or reimbursement by Seller, Seller acknowledges and agrees that Xxxxx's issuance of the Seller Purchase Order is good and said replacement sufficient consideration for such Xxxxx's Property and that title to such Buyer's Property shall remain the property of the Buyervest immediately in Buyer and be held by Seller pursuant to this Article. Seller shall assign to Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records any Purchase Order rights or claims in which Seller has an interest with respect theretoto Xxxxx's Property. Upon the request of Buyer, Buyer’s Property Seller shall be immediately released to Buyer or delivered to Buyer by Seller, either also execute (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with any bills of sale or other documents of conveyance Buyer requests to evidence the requirements transfer to Buyer of the carrier selected by Buyer title to transport any Buyer’s 's Property, or related Purchase Order rights and claims and (ii) any financing statements or other documents Buyer requests to evidence Xxxxx's ownership of Buyer's Property. Title to all replacement parts, additions, improvements and accessories purchased by Seller will vest in Buyer immediately upon attachment to or incorporation into Buyer's Property. Seller will not sell, lend, rent, encumber, pledge, lease, transfer or otherwise dispose of Xxxxx's Property. Furthermore, Seller will not assert, or permit any location designated by Buyerperson claiming an interest through Seller to assert, any claims of ownership to or any other interest in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such locationXxxxx's Property. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on or in any of Buyer’s 's Property for work performed on such property or otherwise. Goods manufactured based on Buyer's drawings and/or specifications may not be used for Seller's own use or sold to third parties without Buyer's express written authorization; (B) While Buyer's Property is in Seller's possession and until Seller delivers Buyer's Property per the Purchase Order, Seller bears the risk of loss and damage to Buyer's Property. Seller will be responsible for the cost of repairing or replacing Xxxxx's Property if it is damaged or destroyed regardless of cause or fault. Seller will at all times: (a) regularly inspect, maintain in good condition, and repair Buyer's Property at Seller's own expense, (b) use Buyer's Property only for the performance of the Purchase Order, (c) deem Buyer's Property to be personal property, (d) conspicuously mark Buyer's Property as the property of Buyer and maintain such markings, (e) not commingle Buyer's Property with the property of Seller or with that of a third party, (f) not move Buyer's Property from Seller's premises without Buyer's written approval, and (g) use Buyer's Property in compliance with Buyer's or the manufacturer's instructions and in compliance with all federal, state and local laws, ordinances and regulations. Buyer will have the right to enter Seller's premises at all reasonable times to inspect Buyer's Property and Xxxxxx's records with respect thereto. Seller agrees that Buyer has the right, at any time and from time to time, with or without reason and without payment of any kind, to retake possession of or request the return of Buyer's Property; (C) If, because of Buyer’s Property Property, Buyer is assessed any loss, damage, injury or otherwiseexpense of any kind or nature by its customer(s) due to any error, omission or any other failure or negligence on the part of Seller, Seller shall be liable for said loss, damage, injury or expense, including, without limitation, the repair, service or adjustment thereof, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation, any loss of anticipatory damages, profits or any other indirect, special or consequential damages.

BUYER’S PROPERTY. a. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairs and refurbishments thereto, 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 Seller’s obligations to Buyer, or for which Seller Buyer has been reimbursed by paid or agreed to pay (directly or through amortization in Product price) (collectively, “Buyer’s Property”), shall will be and remain the property of Buyer (or Buyer’s customer, as applicable), and held by Seller on a bailment basis all right, title and interest in Buyer’s Property will remain with Buyer (“or Buyer’s customer, as applicable). All replacement parts, additions, improvements and accessories to Buyer’s Property will automatically become Buyer’s Property”). Unless prohibited by applicable Law, Buyer may, at any time, for any reason and without payment of any kind, retake possession of or request return of any of Buyer’s Property. Seller shall will immediately release Buyer’s Property to Buyer (or its designee) upon request. Seller will bear the all risk of loss of and damage to Buyer’s Property. to, and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously mark Buyer’s Property shall at all times be properly housed (to identify same as Buyer’s Property and maintained by indicate Buyer’s or its customer’s name and address). Seller will not move Xxxxx’s Property from Seller’s premises, at its expense, shall not be used by Seller 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 Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by the Agreement. Seller as the property of Buyer; shall not be commingled with the property waives and will prevent from attaching any liens, claims, encumbrances or other rights of Seller or with that of a any third person; and shall not be moved from Seller’s premises without party (other than Buyer’s prior written approvalcustomer, if applicable) in Buyer’s Property. Unless otherwise agreed To the extent any Intellectual Property Rights owned by or licensed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Sellerare embodied in, or otherwiseare otherwise necessary for the intended use of, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport any Buyer’s Property, or (ii) Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs use of delivering such 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 such location. When permitted by lawthe condition, Seller waives any lien merchantability, design or other rights that Seller might otherwise have on any operation of Buyer’s Property or its fitness for work performed on Buyer’s Property or otherwiseany particular purpose.

BUYER’S PROPERTY. a. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixturesfixt ures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyerthis contract, or for which Seller has been reimbursed paid (other than through piece price amortization) by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title to any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller shall will bear the all risk of loss of and damage to BuyerXxxxx’s Property. Buyer’s Property shall will at all times be properly housed and maintained by Seller, at its expense, shall will not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyerthis contract; shall will be deemed to be personaltypersonal property; shall will be conspicuously marked by Seller as the property of Buyer; shall will not be commingled with the property of Seller or with that of a third person; and shall will not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at Buyer and its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall 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, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FCA transport equipment at Seller’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Propertysuch property, or (ii) to any location designated by Buyer, in which event Buyer shall will pay to Seller the reasonable costs of delivering such Buyer’s Property property to such location. When In the event that such immediate release does not happen, on twenty-four (24) hours prior notice from Buyer to Seller, Buyer shall be given access by Seller to Buyer’s Property and allow Buyer to take possession of same. To the fullest extent permitted by law, Seller waives any lien liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. 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 or otherwiseRights.

BUYER’S PROPERTY. a. All suppliesUnless otherwise expressly provided in the P.O., materialsall Special Property (as such term is defined herein), toolsand all tangible and intangible property furnished to Seller by Buyer, jigsor based on or derived from Seller’s confidential or otherwise proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller's performance hereunder, and any replacement thereof, is and shall remain the exclusive property of Buyer. For purposes of the P.O., "Special Property" includes without limitation, dies, gauges, fixtures, molds, patterns, equipment gauges, test equipment, information or similar items used in Seller's performance of the P.O. that are acquired for Seller's performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the Products or the rendering of the Services referenced in the P.O. Absent express written agreement to the contrary, the amounts charged by Seller pursuant to the P.O. shall include payment for all Special Property. Hereinafter Special Property and other items all property furnished by Buyer, either directly or indirectly, to Seller by Buyer are collectively referred to perform Seller’s obligations to as "Buyer, or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s 's Property”). ." Seller shall bear the risk not sell, encumber, transfer, assign, dispose of loss of or modify Buyer's Property and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller use Buyer's Property for any purpose other than in the performance of the P.O. without Buyer's prior written consent. At all times while Xxxxx's Property is in Seller’s obligations custody or control, Xxxxx’s Property shall be held at Seller’s risk and fully insured at Seller’s expense at replacement cost with loss payable to Buyer; , and Seller shall be deemed to be personalty; provide routine maintenance at its sole expense. Xxxxxx agrees that Xxxxx's Property shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; remain personality and shall not be moved from Seller’s become a fixture attached to realty. Seller shall allow Xxxxx's representative to inspect Xxxxx's Property upon Xxxxxx's premises without at any time upon reasonable notice. Seller agrees to allow Buyer to file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s prior written approvalProperty a part of public record. Unless otherwise agreed to At any time upon the request of Xxxxx and in writing by Buyeraccordance with Xxxxx’s instructions, Seller at its own expense shall keep the prepare for shipment, package and deliver Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such cost F.O.B. Seller's business location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All suppliesproperty of Buyer furnished or made available to Seller for performance of work under any Order, materials, tools, jigs, dies, gauges, fixturesincluding without limitation any tooling, molds, patternsmachines, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyermanufacturing equipment, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller ) and shall bear the risk of loss of be segregated from Seller’s property and damage to be individually marked and identified as Buyer’s Property. Buyer’s Property shall at all times 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, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer at Buyer’s prior written approval. Unless request, or upon termination, cancellation, or completion of the applicable Order, unless otherwise agreed to in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer, Seller at its own expense shall keep the Buyer's ’s Property in good condition and repair, including repair necessitated by wear assume all risks and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer liability for loss or Seller, to replace the Buyer's Property due to damage thereto excepting normal use by the Seller, or otherwise, said replacement wear; (ii) permit inspection of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect 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 records with respect thereto. Upon the request expense, shall be 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 of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of 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 treated by Seller as Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements 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 Buyer’s Property, or (ii) to cost of any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights items that Seller might otherwise have on any of purchases, acquires or develops to manufacture Goods for Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All suppliesproperty used by Seller in connection with this order which Xxxxx owns and delivers to Seller, materialsor pays Seller for, including, but not limited to, tools, jigs, dies, gauges, fixturesjigs, molds, patterns, fixtures and equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyerany replacement thereof, shall be and remain the property of Buyer. For the avoidance of doubt, any tools, dies, jigs, molds, patterns, fixtures and equipment, and any replacement thereof, paid for by Buyer and held shall be owned by Buyer, notwithstanding any language to the contrary in any quotation, order acknowledgment or other documentation provided by Seller on a bailment basis and Xxxxx’s issuance of any such purchase order and Seller’s acceptance of payments called for therein shall be conclusive evidence of such ownership. Buyer may elect, in its sole discretion, to do an annual reconciliation of all property of Xxxxx then in the possession or control of Seller. Buyer may remove or inspect such property at any time and Buyer shall have free access to Seller’s premises for such purposes. All property owned by Buyer shall be marked as Xxxxx’s property (“including having tags affixed by Xxxxx, should it elect to do so in its sole discretion) and used only for performing Buyer’s Property”)orders. Seller shall bear the risk of loss of maintain and damage repair such property and return it to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by SellerBuyer in its original condition, at its expense, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by reasonable wear and tear and other usage by Seller. In the event that it becomes necessaryexcepted, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property request of the Buyer. Should Seller fail or refuse to return any such property to Buyer shall have promptly upon Xxxxx’s request, then at 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 sole option of Buyer, and without limiting Buyer’s Property shall be immediately released right to pursue any other remedies that Buyer may have against Seller as a result of Seller’s failure or delivered refusal to Buyer by Sellerreturn such property, either whether at law or in equity: (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked Buyer may take any legal action necessary to recover such property (in accordance with the requirements which case Seller shall be required to reimburse Buyer for all of the carrier selected by Buyer to transport Buyer’s Propertycost and expenses, including reasonable attorneys fees, incurred in connection therewith); or (ii) to any location designated Seller shall reimburse the full amount paid by BuyerXxxxx for such property, in which event Buyer shall pay to Seller together with interest thereon at the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any then current prime lending rate plus four percent calculated from the date of Buyer’s Property payment for work performed on Buyer’s Property such property. In addition, Seller hereby grants to Buyer an exclusive, irrevocable option to purchase at the then current book value any Seller owned tools, dies, jigs, molds, patterns, fixtures and equipment used by Seller exclusively to produce or otherwisemanufacture Products. Buyer may exercise its option to purchase under this Section 11 at any time during the term of the order or within three (3) months after expiration or any termination thereof.

BUYER’S PROPERTY. a. A. All tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications, and test reports) together with any accessories, attachments, parts, substitutions, replacements and appurtenances thereto and all related Intellectual Property Rights (defined below) used by Seller in connection with its production and sale of the Goods (collectively, "Tooling")and other supplies, materials, toolsmachinery, jigsequipment, diesdrawings, gaugesphotographic negatives and positives, fixturesartwork, moldscopy layout, patternselectronic data, equipment consigned material for production or repair and other items furnished by Buyer (or Buyer’s Customers), either directly or indirectly, to Seller or to perform Seller’s obligations any sub-supplier of Seller in connection with or related to Buyerthis Purchase Order, or for which Seller has been at least partially reimbursed by BuyerBuyer (collectively, shall “Bailed Property”) will be and remain the property of Buyer (or Buyer’s Customer(s), as applicable) and be held by Seller on a bailment basis (“Buyer’s Property”)bailment-at-will basis. Seller shall will bear the risk of loss of and damage to Buyer’s Property. Buyer’s Bailed Property shall at all times be properly housed and maintained by Seller, at its own expense, shall will keep Bailed Property fully insured for the benefit of Buyer. The Bailed Property will not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall this Purchase Order, will be conspicuously marked by Seller to identify it as the property of Buyer and indicate Buyer; shall ’s name and address, will not be commingled with the property of Seller or with that of a third person; , and shall will not be moved from Seller’s premises without the prior written approval by Buyer. Seller will maintain a written inventory of all Bailed Property that sets forth a description and the location of all Bailed Property, and provide a copy of this inventory to Buyer upon request. Seller, at its expense, will maintain, repair and refurbish Bailed Property. All replacement parts, additions, improvements and accessories for such Bailed Property will automatically become Buyer’s prior written approvalproperty upon their incorporation into or attachment to the Bailed Property. Unless otherwise agreed Any missing components of or inserts to in writing by Buyer, Seller at its own expense shall keep the Buyer's any Bailed Property in good condition and repair, including repair necessitated by wear and tear and other usage will be replaced by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairs and refurbishments thereto, 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 Seller’s obligations to Buyer, or for which Seller Buyer has been reimbursed by paid or agreed to pay (directly or through amortization in Product price) (collectively, “Buyer’s Property”), shall will be and remain the property of Buyer (or Buyer’s customer, as applicable), and held by Seller on a bailment basis all right, title and interest in Buyer’s Property will remain with Buyer (“or Buyer’s customer, as applicable). All replacement parts, additions, improvements and accessories to Buyer’s Property will automatically become Buyer’s Property”). Unless prohibited by applicable Law, Buyer may, at any time, for any reason and without payment of any kind, retake possession of or request return of any of Buyer’s Property. Seller shall will immediately release Buyer’s Property to Buyer (or its designee) upon request. Seller will bear the all risk of loss of and damage to Buyer’s Property. to, and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously xxxx Buyer’s Property shall at all times be properly housed (to identify same as Buyer’s Property and maintained by indicate Buyer’s or its customer’s name and address). Seller will not move Buyer’s Property from Seller’s premises, at its expense, shall not be used by Seller 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 Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by the Agreement. Seller as the property of Buyer; shall not be commingled with the property waives and will prevent from attaching any liens, claims, encumbrances or other rights of Seller or with that of a any third person; and shall not be moved from Seller’s premises without party (other than Buyer’s prior written approvalcustomer, if applicable) in Buyer’s Property. Unless otherwise agreed To the extent any Intellectual Property Rights owned by or licensed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Sellerare embodied in, or otherwiseare otherwise necessary for the intended use of, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport any Buyer’s Property, or (ii) Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs use of delivering such 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 such location. When permitted by lawthe condition, Seller waives any lien merchantability, design or other rights that Seller might otherwise have on any operation of Buyer’s Property or its fitness for work performed on Buyer’s Property or otherwiseany particular purpose.

BUYER’S PROPERTY. a. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyerthis Contract, or for which Seller has been reimbursed paid (other than through piece price amortization) by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title 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 shall will bear the all risk of loss of and damage to BuyerXxxxx’s Property. Buyer’s Property shall will at all times be properly housed and maintained by Seller, at its expense, shall will not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyerthis Contract; shall will be deemed to be personalty; shall will be conspicuously marked by Seller as the property of Buyer; shall will not be commingled with the property of Seller or with that of a third person; and shall will not be moved from Seller’s premises without BuyerXxxxx’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at Buyer and its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall 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, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FCA transport equipment at Seller’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Propertysuch property, or (ii) to any location designated by Buyer, in which event Buyer shall will pay to Seller the reasonable costs of delivering such Buyer’s Property property to such location. When To the fullest extent permitted by law, Seller waives any lien liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. 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 or otherwiseRights.

BUYER’S PROPERTY. a. All supplies, materials, prototypes and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment casting patterns, cavities, equipment, software, drawings, documentation, engineering specifications, PPAP submissions and information and test reports, manufacturing aides, test and assembly fixtures, and other items items, in each case together with any accessions, attachments, parts, accessories, substitutions, appurtenances, modifications, repairs, refurbishments and replacements thereof and all intellectual property rights contained therein, furnished by or on behalf of Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed paid by Buyer, shall be and remain Buyer through the property of Buyer and held by Seller on piece price or in a bailment basis Purchase Order (“Buyer’s Property”), is and shall remain the exclusive property of Buyer, and all right, title and interest in and to Buyer’s Property will remain with Buyer, subject only to the limited right of possession and use granted to Seller under this Section. Xxxxxx holds Xxxxx’s Property as a bailee at will for the benefit of Buyer. If any tooling that is Buyer’s Property does not fully comply with this Contract or otherwise does not meet Buyer’s quality standards, Buyer shall not be obligated to pay for such tooling and all amounts paid by Buyer shall be promptly refunded to Buyer by Seller. Seller shall will bear the all risk of loss of and damage to Xxxxx’s Property, regardless of whether Buyer’s PropertyProperty is located on Seller’s premises or Seller’s supplier’s or subcontractor’s premises. Buyer’s Property shall will at all times be properly housed by Seller or its suppliers or subcontractors (as approved in writing in advance by Xxxxx), insured and maintained by Seller in good condition all at Seller’s expense. Seller will replace or repair any such Buyer Property when lost, stolen, damaged, worn, deteriorated or destroyed. Seller will ensure that neither Seller, at its expense, shall not be used by Seller suppliers or subcontractors will use Buyer’s Property for any purpose other than the performance of Sellerthe Contract. Buyer’s obligations to Buyer; shall Property will: (i) be deemed to be personalty; shall (ii) be conspicuously marked by Seller as the property of Buyer; shall (iii) not be commingled with the property of Seller or with that of a third person; and shall (iv) not be moved from Seller’s premises without BuyerXxxxx’s prior written approval. Unless otherwise agreed to in writing by BuyerBuyer will, Seller at its own expense shall keep the Buyer's Property in good condition and repairany time, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Sellerimmediate possession of Xxxxx’s premises at all reasonable times to inspect Property, on Xxxxx’s demand. If title in any Buyer’s Property and Seller’s records with respect theretohas not otherwise passed to Buyer, title will pass as specified in the Contract. Upon the request of Buyer, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either either: (i) F.O.B. transport equipment via Buyer’s selected carrier, at Seller’s plantplant (as per the Incoterms 2020 stipulated in the Purchase Order or as otherwise agreed between Seller and Buyer), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, carrier; or (ii) to any location designated by Buyer, in which event Buyer shall will pay to Seller the reasonable costs of delivering such property to such location. If any of Buyer’s Property is deemed not owned by Xxxxx, Seller hereby assigns such Buyer’s Property to Buyer and grants Buyer a purchase money security interest in and to all Buyer’s Property. Seller, upon request from Xxxxx, will reasonably cooperate in any act necessary to achieve such location. When assignment or perfect or otherwise establish the priority of such interest, including identifying the date on which Seller takes possession of Buyer’s Property and the filing of applicable financing statements To the fullest extent permitted by lawLaw, Seller waives any lien liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. 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 or otherwiseRights.

BUYER’S PROPERTY. a. All suppliesAny and all specifications, materialsdrawings, toolsdocuments, software, databases, tooling, test equipment, jigs, dies, gauges, fixtures, molds, patterns, equipment and materials or other items furnished which are supplied by Buyer, either are directly or indirectly, to Seller to perform Seller’s obligations to Buyer, paid for by Buyer or for which Buyer reimburses Seller has been reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller shall bear the risk of loss of and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; ) shall be deemed to be personalty; shall be conspicuously marked and remain exclusively owned by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; Buyer and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter repossess them without being liable to Seller for damages of any sort. Seller authorizes Buyer to file any and all appropriate documentation (including UCC financing statements) without Seller's signature to acknowledge Xxxxx's rights to Buyer’s premises at all reasonable times to inspect Property. Seller will not sell, pledge, transfer or remove any Buyer’s Property and from Seller’s records with respect theretoworksite, and Seller shall not dispose of any such items without Buyer’s written consent. Upon the request of Buyer, All such Buyer’s Property shall be immediately released used only in the performance of work under this order, unless Xxxxx otherwise consents in writing. Seller shall prominently mark all such items as the property of Buyer. Seller shall also mark such items with the corresponding drawing number. Seller shall be responsible for any and all loss of or damage to Xxxxx’s Property within Seller’s custody or control, normal wear and tear excepted, until return delivery to Buyer’s premises is complete. The provisions of this Article 6 shall survive delivery of and payment for Seller’s products, goods, materials and/or services, and remain in full force until all said Buyer’s Property is delivered to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked otherwise disposed of in accordance with the requirements Xxxxx’s written instructions. Seller uses Buyer’s Property at its own risk and Seller shall without limitation as to time indemnify and save Buyer harmless from all claims which may be asserted against said property, including without limitation mechanic’s lien or claims arising under Workmen’s Compensation or Occupational Disease laws, and from all claims for injury to persons or property arising out of the carrier selected by Buyer or related to transport such Buyer’s Property, or (ii) to any location designated unless such are caused solely and directly by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwisenegligence.

BUYER’S PROPERTY. a. All suppliesproperty used by Seller in connection with this Agreement which is owned, materialsfurnished, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished charged to or paid for by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyer, Buyer 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 on a bailment basis (“as bailee thereof. Seller agrees to pay Buyer’s Property”)replacement cost for all such material spoiled or otherwise not satisfactorily accounted for less a reasonable amount for scrap. Seller shall bear be a bailee of the risk of loss of and damage to Buyer’s Propertyproperty 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 shall at 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 times be properly housed persons and maintained entities of Buyer, from any and all damages and claims for damages arising out of this Agreement or in connection with the products manufactured or processed by Seller, at the Seller using Buyer’s property. The Buyer and its expense, agents shall not be used by Seller liable for any purpose other than injury, death or property damage arising form the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer’s property. Buyer shall have Seller will be liable for any loss or damage of the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer provide a replacement value for any lost or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwisedamaged property.

BUYER’S PROPERTY. a. All suppliesproperty used by Seller in connection with this order which Xxxxx owns and delivers to Seller, materialsor pays Seller for, including, but not limited to, tools, jigs, dies, gauges, fixturesjigs, molds, patterns, fixtures and equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyerany replacement thereof, shall be and remain the property of Buyer. For the avoidance of doubt, any tools, dies, jigs, molds, patterns, fixtures and equipment, and any replacement thereof, paid for by Buyer and held shall be owned by Buyer, notwithstanding any language to the contrary in any quotation, order acknowledgment or other documentation provided by Seller on a bailment basis (“Buyerand Xxxxx’s Property”)issuance of any such purchase order and Seller’s acceptance of payments called for therein shall be conclusive evidence of such ownership. Seller shall bear Buyer may elect, in its sole discretion, to do an annual reconciliation of all property of Xxxxx then in the risk possession or control of loss of and damage to Buyer’s PropertySeller. Buyer’s Property Materials supplied by Xxxxx in connection with this order shall at all times be properly housed remain the absolute property of Xxxxx and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed surrendered to be personalty; Buyer upon demand. Buyer may remove or inspect such property at any time and Buyer shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from have free access to Seller’s premises without for such purposes. All property owned by Buyer shall be marked as Xxxxx’s property (including having tags affixed by Xxxxx, should it elect to do so in its sole discretion) and used only for performing Buyer’s prior written approvalorders. Unless otherwise agreed Seller shall maintain and repair such property and return it to Buyer in writing by Buyerits original condition, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by reasonable wear and tear and other usage by Seller. In the event that it becomes necessaryexcepted, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property request of the Buyer. Should Seller fail or refuse to return any such property to Buyer shall have promptly upon Xxxxx’s request, then at 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 sole option of Buyer, and without limiting Buyer’s Property shall be immediately released right to pursue any other remedies that Buyer may have against Seller as a result of Seller’s failure or delivered refusal to Buyer by Sellerreturn such property, either whether at law or in equity: (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked Buyer may take any legal action necessary to recover such property (in accordance with the requirements which case Seller shall be required to reimburse Buyer for all of the carrier selected by Buyer to transport Buyer’s Propertycost and expenses, including reasonable attorneys fees, incurred in connection therewith); or (ii) to any location designated Seller shall reimburse the full amount paid by BuyerXxxxx for such property, in which event Buyer shall pay to Seller together with interest thereon at the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any then current Westpac overdraft business rate plus four percent calculated from the date of Buyer’s Property payment for work performed on Buyer’s Property such property In addition, Seller hereby grants to Buyer an exclusive, irrevocable option to purchase at the then current book value any Seller owned tools, dies, jigs, molds, patterns, fixtures and equipment used by Seller exclusively to produce or otherwisemanufacture Products. Buyer may exercise its option to purchase under this Section 11 at any time during the term of the order or within three (3) months after expiration or any termination thereof.

BUYER’S PROPERTY. a. All suppliesUnless otherwise expressly provided in this purchase order, materialsall Special Property, toolsand all tangible and intangible property furnished to Seller by Buyer, jigsor based on or derived from Seller’s confidential or otherwise proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller's performance hereunder, and any replacement thereof, is and shall remain the exclusive property of Buyer. For purposes of this purchase order, "Special Property" includes without limitation, dies, gauges, fixtures, molds, patterns, equipment gauges, test equipment, information or similar items used in Seller's performance of this purchase order that are especially acquired for Seller's performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the goods or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall include payment for all Special Property. Hereinafter Special Property and other items all property furnished by Buyer, either directly or indirectly, to Seller by Buyer are collectively referred to perform Seller’s obligations to as "Buyer, or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s 's Property”). ." Seller shall bear the risk not sell, encumber, transfer, assign, dispose of loss of or modify Buyer's Property and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller use Buyer's Property for any purpose other than in the performance of this purchase order without Xxxxx's prior written consent. At all times while Xxxxx's Property is in Seller’s obligations custody or control, Xxxxx’s Property shall be held at Seller’s risk and fully insured at Seller’s expense at replacement cost with less payable to Buyer; , and Seller shall be deemed to be personalty; provide routine maintenance at its expense. Seller agrees that Xxxxx's Property shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; remain personalty and shall not be moved from Seller’s become a fixture attached to realty. Seller shall allow Xxxxx's representative to inspect Xxxxx's Property upon Xxxxxx's premises without at any time upon reasonable notice. Seller hereby authorizes Buyer to file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s prior written approvalProperty of public record. Unless otherwise agreed to At any time upon the request of Xxxxx and in writing by Buyeraccordance with Xxxxx’s instructions, Seller at its own expense shall keep the prepare for shipment, package and deliver Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such cost F.O.B. Seller's business location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairs and refurbishments thereto, 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 Seller’s obligations to Buyer, or for which Seller Buyer has been reimbursed by paid or agreed to pay (directly or through amortization in Product price) (collectively, “Buyer’s Property”), shall will be and remain the property of Buyer (or Buyer’s customer, as applicable), and held by Seller on a bailment basis all right, title and interest in Buyer’s Property will remain with Buyer (“or Buyer’s customer, as applicable). All replacement parts, additions, improvements and accessories to Buyer’s Property will automatically become Buyer’s Property”). Unless prohibited by applicable Law, Buyer may, at any time, for any reason and without payment of any kind, retake possession of or request return of any of Buyer’s Property. Seller shall will immediately release Buyer’s Property to Buyer (or its designee) upon request. Seller will bear the all risk of loss of and damage to Buyer’s Property. to, and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously xxxx Buyer’s Property shall at all times be properly housed (to identify same as Buyer’s Property and maintained by indicate Buyer’s or its customer’s name and address). Seller will not move Buyer’s Property from Seller’s premises, at its expense, shall not be used by Seller 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 Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by the Agreement. Seller as the property of Buyer; shall not be commingled with the property waives and will prevent from attaching any liens, claims, encumbrances or other rights of Seller or with that of a any third person; and shall not be moved from Seller’s premises without party (other than Buyer’s prior written approvalcustomer, if applicable) in Buyer’s Property. Unless otherwise agreed To the extent any Intellectual Property Rights owned by or licensed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Sellerare embodied in, or otherwiseare otherwise necessary for the intended use of, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport any Buyer’s Property, or (ii) Seller hereby grants to any location designated by BuyerBuyer a fully paid, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such locationirrevocable, non-exclusive, worldwide, perpetual, royalty-free license, cuja ocorrência poderá interromper ou atrasar a produção da Compradora ou o desempenho da Vendedora sob este Contrato. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise21.

BUYER’S PROPERTY. a. All suppliesSeller shall not purchase for the account of Buyer or charge to Buyer any tools, materials, toolsdies, jigs, dies, gaugesmolds, fixtures, moldspatterns or other equipment (collectively,"Tools") used or useable for producing Products pursuant to this Purchase Order, patterns, equipment unless such Tools have been listed on Seller's invoice and other items furnished approved by Buyer in writing. Seller acknowledges that all Tools so approved and supplied by or fabricated by Seller for Buyer, either directly all Tools otherwise supplied by Buyer or indirectlyits customer, to Seller to perform Seller’s obligations to and all Products returned by Buyer for repair or pending replacement (collectively, "Buyer, or for which Seller has been reimbursed by Buyer, 's Property") are and shall be and remain the property of owned by Buyer and held Tools shall be used only for the Production of Products for Buyer. All rights, title, and interest in and to any part of Tooling to be paid for by the Buyer will vest immediately in Buyer as soon as the Tooling is acquired by the Seller on or fabricated by the Seller in accordance with a bailment basis (“Buyer’s Property”)Buyer Purchase Order. Seller shall bear the risk of loss of and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property have only temporary possession of Buyer; shall not be commingled with the property of Seller or with that of a third person; 's Property and shall not be moved from Seller’s premises without Buyer’s prior written approvaldeliver all or any part thereof to Buyer immediately upon demand or automatically upon any bankruptcy or insolvency filing or other event. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the all Buyer's Property in good working condition and repairfully insured for the benefit of Buyer at all times while in Seller's possession, including repair necessitated by wear will keep it segregated from all other assets and tear and other usage by Seller. In the event that it becomes necessary, labelled as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain being the property of Buyer, and will immediately sign and file any UCC-1 forms required by Buyer in respect thereof. Seller bears all responsibility for loss of and damage to any Buyers Property, including responsibility for loss and damage which occur despite Sellers exercise of reasonable care, but excluding normal wear and tear. Seller hereby grants to the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s option of purchasing any Tools which are not Buyer Property and have been used exclusively for the manufacture of the Products, at Seller’s records with respect thereto's unamortized direct out of pocket cost. Upon If Seller subcontracts all or any portion of the request manufacture of Buyerthe Tools, Buyer’s Property Seller shall be immediately released to so notify Buyer or delivered to in advance and obtain for Buyer all of the rights contained in this Paragraph 17 from each such subcontractor used by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyerthis contract, or for which Seller has been reimbursed paid (other than through piece price amortization) by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Seller shall keep Xxxxx's goods free from all mortgages, charges or other encumbrances whatsoever. With regard to Buyer’s Property, Seller shall further: take out adequate insurance coverage against fire, theft, vandalism, natural disasters, tampering and other insurable risks of loss and damage; take care of and use it with the utmost care and carry out routine maintenance at its own expense; promptly report to Buyer with regard to any special repairs, replacements and reworking operations necessary, and Buyer shall make all decisions with regard to repairs, replacements or reworking operations, which shall be carried out at Buyer’s expense, unless they are due to accidents, acts of negligence or other causes ascribable to Seller, in which case all expenses shall be borne by the Seller; and comply with the instructions supplied by Buyer with regard to their return when the supply of the finished product for which they are used is over. Seller shall promptly pay to Buyer the full replacement value of any of Buyer's goods which are not returned or satisfactorily accounted for. Seller will bear the all risk of loss of and damage to BuyerXxxxx’s Property. Buyer’s Property shall will at all times be properly housed and maintained by Seller, at its expense, shall will not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyerthis contract; shall will be deemed to be personaltypersonal property; shall will be conspicuously marked by Seller as the property of Buyer; shall will not be commingled with the property of Seller or with that of a third person; and shall will not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at Buyer and its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall 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 BuyerXxxxx, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller. In the event that such immediate release does not happen, either on twenty-four (i24) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by hours prior notice from Buyer to transport Buyer’s PropertySeller, or (ii) to any location designated by Buyer, in which event Buyer shall pay be given access by Seller to Seller the reasonable costs of delivering such Buyer’s Property and allow Buyer to such locationtake possession of same. When To the fullest extent permitted by law, Seller waives any lien liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. 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 or otherwiseRights.

BUYER’S PROPERTY. a. All suppliesproperty of Buyer furnished or made available to Seller for performance of work under any Order or Release, materials, tools, jigs, dies, gauges, fixturesincluding without limitation any tooling, molds, patternsmachines, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyermanufacturing equipment, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller ) and shall bear the risk of loss of be segregated from Seller’s property and damage to be individually marked and identified as Buyer’s Property. Buyer’s Property shall at all times 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, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer at Buyer’s prior written approval. Unless request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed to in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer, Seller at its own expense shall keep the Buyer's ’s Property in good condition and repair, including repair necessitated by wear assume all risks and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer liability for loss or Seller, to replace the Buyer's Property due to damage thereto excepting normal use by the Seller, or otherwise, said replacement wear; (ii) permit inspection of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect 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 records with respect thereto. Upon the request expense, shall be 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 of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of 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 treated by Seller as Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements 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 Buyer’s Property, or (ii) to cost of any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights items that Seller might otherwise have on any of purchases, acquires or develops to manufacture Goods for Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All suppliesproperty used by Supplier in connection with the Purchase Order which is owned, furnished, charged to or paid for by Buyer, including, but not limited to, materials, tools, jigs, dies, gauges, fixturesjigs, molds, patterns, equipment fixtures, equipment, drawings and other items furnished by Buyertechnical information, either directly information provided or indirectlystored on electronic media, to Seller to perform Seller’s obligations to Buyercomputer software, or for which Seller has been reimbursed by Buyerspecifications, and any replacement thereof, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller property and shall bear the risk of loss of be subject to removal and damage inspection by Buyer at any time without cost or expense to Buyer. Buyer shall have free access to Supplier’s Propertypremises for the purpose of inspecting or removing such property. Supplier shall identify and mark all such property as Xxxxx’s property, use such property only to perform its obligations under the Purchase Order, and adequately insure such property at Supplier’s expense for Buyer’s Property protection. Supplier shall at assume all times be properly housed liability for and maintained maintain and repair such property and return the same to Buyer in its original condition, reasonable wear and tear excepted. When such property is no longer required to perform Supplier’s obligations under the Purchase Order, Supplier shall furnish Buyer with a list thereof and comply with any disposition instructions provided by Seller, at its expense, Buyer. Buyer shall not be used obligated to pay for tooling unless such obligation is expressly set forth on the face of the Purchase Order, and in no event shall Buyer be required to pay for tooling until after the first article produced therefrom has been inspected and shipped by Seller for any purpose Supplier and received, inspected and accepted by Xxxxx. Materials furnished by Buyer on other than a change basis in connection with the performance of Seller’s obligations to Buyer; Purchase Order shall be deemed to be personalty; shall be conspicuously marked held by Seller Supplier as the property of Buyer; shall bailee thereof. Supplier agrees to pay Xxxxx’s replacement cost for all such material spoiled or otherwise not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, satisfactorily accounted for as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwisescrap loss.

BUYER’S PROPERTY. a. (A) All supplies, materials, toolstooling, jigs, dies, gauges, fixtures, molds, patterns, equipment and other items furnished by BuyerBuyer furnishes, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Buyer gives consideration to Seller has been reimbursed by in whole or in part ("Buyer's Property"), shall will be and remain the property of Buyer and be held by Seller on a bailment basis (“Buyer’s Property”)basis. Seller shall bear To the risk of loss of and damage to Buyer’s Property. Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by extent that the Purchase Order provides that Xxxxx will reimburse Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement specific items of Buyer's Property shall be at (such as tooling), Seller will purchase and pay for such Buyer's Property as agent of Buyer. To the sole expense extent that the Purchase Order provides that Seller will obtain any specific items of Buyer's Property (such as tooling) without separate or additional payment or reimbursement by Seller, Seller acknowledges and agrees that Xxxxx's issuance of the Seller Purchase Order is good and said replacement sufficient consideration for such Xxxxx's Property and that title to such Buyer's Property shall remain the property of the Buyervest immediately in Buyer and be held by Seller pursuant to this Article. Seller shall assign to Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records any Purchase Order rights or claims in which Seller has an interest with respect theretoto Xxxxx's Property. Upon the request of Buyer, Buyer’s Property Seller shall be immediately released to Buyer or delivered to Buyer by Seller, either also execute (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with any bills of sale or other documents of conveyance Buyer requests to evidence the requirements transfer to Buyer of the carrier selected by Buyer title to transport any Buyer’s 's Property, or related Purchase Order rights and claims and (ii) any financing statements or other documents Buyer requests to evidence Buyer's ownership of Buyer's Property. Title to all replacement parts, additions, improvements and accessories purchased by Seller will vest in Buyer immediately upon attachment to or incorporation into Buyer's Property. Seller will not sell, lend, rent, encumber, pledge, lease, transfer or otherwise dispose of Xxxxx's Property. Furthermore, Seller will not assert, or permit any location designated by Buyerperson claiming an interest through Seller to assert, any claims of ownership to or any other interest in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such locationXxxxx's Property. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on or in any of Buyer’s 's Property for work performed on such property or otherwise. Goods manufactured based on Buyer's drawings and/or specifications may not be used for Seller's own use or sold to third parties without Buyer's express written authorization; (B) While Buyer's Property is in Seller's possession and until Seller delivers Buyer's Property per the Purchase Order, Seller bears the risk of loss and damage to Buyer's Property. Seller will be responsible for the cost of repairing or replacing Xxxxx's Property if it is damaged or destroyed regardless of cause or fault. Seller will at all times: (a) regularly inspect, maintain in good condition, and repair Buyer's Property at Seller's own expense, (b) use Buyer's Property only for the performance of the Purchase Order, (c) deem Buyer's Property to be personal property, (d) conspicuously mark Buyer's Property as the property of Buyer and maintain such markings, (e) not commingle Buyer's Property with the property of Seller or with that of a third party, (f) not move Buyer's Property from Seller's premises without Buyer's written approval, and (g) use Buyer's Property in compliance with Buyer's or the manufacturer's instructions and in compliance with all federal, state and local laws, ordinances and regulations. Buyer will have the right to enter Seller's premises at all reasonable times to inspect Buyer's Property and Xxxxxx's records with respect thereto. Seller agrees that Buyer has the right, at any time and from time to time, with or without reason and without payment of any kind, to retake possession of or request the return of Buyer's Property; (C) If, because of Buyer’s Property Property, Buyer is assessed any loss, damage, injury or otherwiseexpense of any kind or nature by its customer(s) due to any error, omission or any other failure or negligence on the part of Seller, Seller shall be liable for said loss, damage, injury or expense, including, without limitation, the repair, service or adjustment thereof, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation, any loss of anticipatory damages, profits or any other indirect, special or consequential damages.

BUYER’S PROPERTY. a. All suppliesUnless otherwise stated to the contrary in this purchase order, materialsall Special Property, toolsand all tangible and intangible property furnished by Buyer to Seller, jigsor based on or derived from Seller’s confidential or proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller’s performance of this purchase order, and any replacement thereof, is and shall remain the exclusive property of Buyer. For purposes of this purchase order, “Special Property” includes, without limitation, dies, gauges, fixtures, molds, patterns, equipment gauges, test equipment, information or similar items used in Seller’s performance hereunder, that are especially acquired for Xxxxxx’s performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the goods or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall include payment for all Special Property. Hereinafter, Special Property and other items all property furnished by Buyer, either directly or indirectly, to Seller by Buyer are collectively referred to perform Seller’s obligations to as “Buyer's Property.” Seller shall not sell, encumber, transfer, assign, dispose of or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“modify Buyer’s Property”). Seller , and shall bear the risk of loss of and damage to Buyer’s Property. not use Buyer’s Property shall at all times be properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than in the performance of this purchase order without Xxxxx’s prior written consent. At all times while Xxxxx’s Property is in Seller’s obligations custody or control, Xxxxx’s Property shall be held at Seller’s risk and fully insured at Seller’s expense at replacement cost payable to Buyer; , and Seller shall be deemed to be personalty; provide routine maintenance at its expense. Seller agrees that Xxxxx’s Property shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; remain personalty and shall not be moved from Sellerbecome a fixture attached to realty. Upon reasonable notice, Seller shall allow Xxxxx’s representative to inspect Buyer’s Property upon Xxxxxx’s premises without at any time. Seller hereby authorizes Buyer to file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s prior written approvalProperty of public record. Unless otherwise agreed to At any time upon the request of Xxxxx and in writing by Buyeraccordance with Xxxxx’s instructions, Seller at its own expense shall keep the prepare for shipment, package and deliver Buyer's ’s Property in good condition and repairat Seller’s cost F.O.B. Seller’s business location. If provision is made on the face of this order for the furnishing by the Buyer to the Seller of any materials to be used in connection with the performance of this order, including repair necessitated by wear and tear and title to any such material shall remain in Buyer. The risk of loss or damage to such materials from any other usage cause from the time of delivery to the Seller to the time of redelivery to the Buyer shall be borne by Seller. In Upon completion of this order, any of the event that it becomes necessarymaterials furnished by Xxxxx and not consumed in performance of the order, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense disposed of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with instructions from Buyer. When Buyer furnishes any material, in whole or in part, for the requirements manufacture of parts or assemblies, Seller shall not substitute material from any other source nor shall Seller alter its physical or chemical properties except in accordance with applicable Buyer specifications or except with Buyer’s written approval. All Electrostatic Discharge Sensitive Devices must be properly marked and labeled as such. Failure to comply will result in rejection of the carrier selected by Buyer to transport Buyer’s Property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable costs of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwiseparts upon receipt.

BUYER’S PROPERTY. a. All suppliesproperty of Buyer furnished or made available to Seller for performance of work under any Order or Release, materials, tools, jigs, dies, gauges, fixturesincluding without limitation any tooling, molds, patternsmachines, equipment and other items furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyermanufacturing equipment, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”). Seller ) and shall bear the risk of loss of be segregated from Seller’s property and damage to be individually marked and identified as Buyer’s Property. Buyer’s Property shall at all times 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, shall not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer at Buyer’s prior written approval. Unless request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed to in writing by Buyer. Seller, Seller at its own expense shall keep the Seller’s expense, agrees to (i) maintain Buyer's ’s Property in good condition and repair, including repair necessitated by wear assume all risks and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer liability for loss or Seller, to replace the Buyer's Property due to damage thereto excepting normal use by the Seller, or otherwise, said replacement wear; (ii) permit inspection of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect 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 records with respect thereto. Upon the request expense, shall be 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 of manufacturing Goods for which Buyer or Buyer’s licensors own the intellectual property rights, then Seller hereby assigns and transfers to Buyer the title and ownership of 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 treated by Seller as Buyer’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s plant, properly packed and marked in accordance with the requirements provisions of the carrier selected by Buyer to transport Buyer’s Propertythis paragraph. Unless otherwise agreed upon in writing, or (ii) to any location designated by Buyer, in which event Buyer shall pay have no obligation to reimburse Seller for the reasonable costs cost of delivering such Buyer’s Property to such location. When permitted by law, Seller waives any lien or other rights items that Seller might otherwise have on any of purchases, acquires or develops to manufacture Goods for Buyer’s Property for work performed on Buyer’s Property or otherwise.

BUYER’S PROPERTY. a. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, containers, equipment and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller Supplier to perform Seller’s obligations to Buyerthis Contract, or for which Seller Supplier has been reimbursed by Buyer outside of the piece price (“Buyer’s Property”), shall be and remain the property of Buyer and held by Seller Supplier on a bailment basis (“basis. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property on Xxxxx’s demand. If title in any Buyer’s Property”)Property has not otherwise passed to Buyer, title shall pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Supplier relating to such property, whichever comes first. Seller Supplier shall bear the all risk of loss of and damage to Buyer’s PropertyProperty while it is in Supplier’s possession or under its control. Buyer’s Property shall at all times be properly housed and housed, maintained and/or stored by SellerSupplier, at its expense, shall not be used by Seller Supplier for any purpose other than the performance of Seller’s obligations to Buyerthis Contract; shall be deemed to be personalty; shall be conspicuously marked by Seller Supplier as the property of Buyer; shall not be commingled with the property of Seller Supplier or with that of a third person; and shall not be moved from SellerSupplier’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at Buyer and its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer designees shall have the right to enter SellerSupplier’s premises at all reasonable times to inspect Buyer’s Property and SellerSupplier’s records with respect thereto. Upon the request of Buyer, BuyerXxxxx’s Property shall be immediately released to Buyer or delivered to Buyer by Seller, Supplier either (i) F.O.B. FCA transport equipment at SellerSupplier’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Propertysuch property, or (ii) to any location designated by Buyer, in which event Buyer shall pay to Seller Supplier the reasonable costs of delivering such Buyer’s Property property to such location. When .. To the fullest extent permitted by law, Seller Supplier waives any lien liens, claims, encumbrances, interests or other rights that Seller Supplier might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates, agents, representatives and employees from and against all claims, liabilities, damages, losses, costs and expenses (including without limitation legal and other professional fees) arising out of or in connection with Supplier’s possession, handling or use of Buyer’s Property Property. To the extent any intellectual property rights owned by or otherwiselicensed to Supplier is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Supplier hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such intellectual property rights.

BUYER’S PROPERTY. a. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyerthis contract, or for which Seller has been reimbursed paid (other than through piece price amortization) by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title to any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller shall will bear the all risk of loss of and damage to BuyerXxxxx’s Property. Buyer’s Property shall will at all times be properly housed and maintained by Seller, at its expense, shall will not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyerthis contract; shall will be deemed to be personaltypersonal property; shall will be conspicuously marked by Seller as the property of Buyer; shall will not be commingled with the property of Seller or with that of a third person; and shall will not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at Buyer and its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall 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, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FCA transport equipment at Seller’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Propertysuch property, or (ii) to any location designated by Buyer, in which event Buyer shall will pay to Seller the reasonable costs of delivering such Buyer’s Property property to such location. When In the event that such immediate release does not happen, on twenty-four (24) hours prior notice from Buyer to Seller, Buyer shall be given access by Seller to Buyer’s Property and allow Buyer to take possession of same. To the fullest extent permitted by law, Seller waives any lien liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. 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 or otherwiseRights.

BUYER’S PROPERTY. a. All supplies, materials, toolsprototype and production tooling, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software, and other items (together with any accessions, appurtenances, modifications, repairs, 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 Sellerthis Contract by Buyer (“Buyer’s obligations to Buyer, or for which Seller has been reimbursed by Buyer, shall Property”) will be and remain the property of Buyer Xxxxx. All right, title and held by Seller on a bailment basis (“interest in Xxxxx’s Property will remain with Buyer, subject only to Seller’s limited right of use and possession of Buyer’s Property”), as Buyer’s bailee-at-will, in connection with Seller’s manufacture of the Goods. If title to any Equipment subject to a Purchase Order has not otherwise passed to Buyer, title will pass to Buyer, free and clear of all liens, claims, security interests, and other encumbrances, immediately upon Buyer’s first payment to Seller relating to such Equipment, and such Equipment will then be deemed to be Buyer’s Property. Seller shall will bear the all risk of loss of and damage to BuyerXxxxx’s Property. Buyer’s Property shall will (a) at all times be properly housed and maintained by Seller, at its expense, shall (b) not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyerthis Contract; shall (c) be deemed to be personalty; shall (d) be conspicuously marked by Seller as the property of Buyer; shall (e) not be commingled with the property of Seller or with that of a third person; and shall (f) not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Upon Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyerrequest, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either either: (iA) F.O.B. FCA transport equipment at Seller’s plantplant (Incoterms, 2020), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Propertysuch property, or (iiB) to any location designated by Buyer, in which event case Buyer shall will pay to Seller the reasonable costs of delivering such Buyer’s Property property to such location. When permitted by lawTO THE FULLEST EXTENT PERMITTED BY LAW, Seller waives 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. If Xxxxxx and Xxxxx dispute whether any lien property in Seller’s possession or other rights control is Xxxxx’s Property, it will be considered Xxxxx’s Property pending resolution of the dispute and subject to this Section; provided that Seller might otherwise have on will retain any claim or right to payment for disputed amounts despite Seller’s relinquishment of Buyer’s Property for work performed on Buyer’s Property or otherwisepossession of such property.

BUYER’S PROPERTY. a. All supplies, materials, prototype and production tools, jigs, dies, gauges, fixtures, molds, patterns, equipment equipment, related software and other items (together with any accessions, appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyerthis contract, or for which Seller has been reimbursed paid (other than through piece price amortization) by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title to any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller shall will bear the all risk of loss of and damage to BuyerXxxxx’s Property. Buyer’s Property shall at all times will always be properly housed and maintained by Seller, at its expense, shall will not be used by Seller for any purpose other than the performance of Seller’s obligations to Buyerthis contract; shall will be deemed to be personaltypersonal property; shall will be conspicuously marked by Seller as the property of Buyer; shall will not be commingled with the property of Seller or with that of a third person; and shall will not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at Buyer and its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall 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, BuyerXxxxx’s Property shall will be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. FCA transport equipment at Seller’s plantplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to transport Buyer’s Propertysuch property, or (ii) to any location designated by Buyer, in which event Buyer shall will pay to Seller the reasonable costs of delivering such Buyer’s Property property to such location. When permitted by lawIf such immediate release does not happen, Seller waives any lien or other rights that Seller might otherwise have on any of Buyer’s Property for work performed on Buyer’s Property or otherwise.twenty-four