Common use of Excess Components and Obsolete Components Inventory Clause in Contracts

Excess Components and Obsolete Components Inventory. ​ (a) Within [***] ([***]) business days after the end of [***], Manufacturer shall provide Hyperfine with a list of any Excess Components or Obsolete Components in its inventory and the Delivered Cost of such Components (the “E&O List”). Manufacturer will make good faith efforts to mitigate Hyperfine’s liability by returning or selling Excess Components and Obsolete Components, and Hyperfine shall be responsible for payment of all restocking fees and reimbursement of price variances from quoted standard cost. ​ (b) Within [***] ([***]) business days after receiving Manufacturer’s E&O List, Hyperfine shall: (i) advise Manufacturer of any Component on the E&O List that it reasonably believes is not an Excess Component or Obsolete Component, and the reasons therefore; and (ii) shall issue to Manufacturer a purchase order for: (1) all undisputed Obsolete Components; and (2) all undisputed Excess Components wherein Manufacturer has elected to sell such Excess Components to Hyperfine. Manufacturer shall invoice Hyperfine no later than [***] ([***]) days from receipt of Hyperfine’s purchase order for the Excess Components and Obsolete Components, and Hyperfine shall pay Manufacturer its Delivered Cost for such undisputed Excess Components and Obsolete Components within the payment term specified in Section 11.2 below. ​ (c) The Parties may mutually agree to place Excess Components or Obsolete Components in consignment. Hyperfine shall own all such consigned Components. Hyperfine shall take actual delivery and possession of any consigned Excess Components or Obsolete Components that have been in Manufacturer’s inventory for more than [***] ([***]) months without activity. ​ (d) For those undisputed Excess Components that Hyperfine requests and Manufacturer agrees to not sell to Hyperfine, Manufacturer has the right to charge Hyperfine an inventory carrying charge of [***] percent ([***]%) per month of the total Delivered Cost of Excess Components; provided, however, that Manufacturer shall only carry such Components for [***] ([***]) months from the date they became Excess Components, at which point Hyperfine shall issue a purchase order to Manufacturer for any such Excess Components at the Delivered Cost. ​ ​ ​ ​ ​ ​ (e) Notwithstanding anything to the contrary in this Agreement, Hyperfine shall be liable to Manufacturer for any Excess Components and/or Obsolete Component inventory resulting from the transition of a Product to becoming PCR Compliant. ​ (f) If the Parties cannot mutually agree upon the proposed solution for an issue arising under this Section within [***] ([***]) business days after the end of each calendar quarter, then the Parties shall escalate the matter to the appropriate executive management level (General Manager or above) within the Parties’ organizations to resolve such dispute within [***] ([***]) days of escalation. If the dispute is not resolved to the satisfaction of both Parties within [***] ([***]) days from the date of the original escalation communication, either Party may immediately (notwithstanding the notice period required) terminate this Agreement in whole or in part for convenience.

Excess Components and Obsolete Components Inventory. ​ (a) Within [***] ([***]) business days after the end of [***]each calendar month, Manufacturer Benchmark shall provide Hyperfine Customer with a list of any Excess Components or Obsolete Components in its inventory and the Delivered Cost of such Components (the “E&O List”)) for reconciliation between the Parties. Manufacturer Benchmark will make good faith efforts to mitigate HyperfineCustomer’s liability by returning attempting to return or selling sell Excess Components and Obsolete Components, and Hyperfine Customer shall be responsible for payment of all restocking fees and reimbursement of price variances from quoted standard cost. ​cost incurred due to such mitigation efforts. (b) Within [***] ([***]) business days after receiving ManufacturerBenchmark’s E&O ListList (“Dispute Period”), Hyperfine Customer shall: (: i) advise Manufacturer Benchmark of any Component on the E&O List that it reasonably believes is not an Excess Component or Obsolete Component, and Component together with the reasons thereforefor such belief; and (and ii) shall issue to Manufacturer a purchase order for: (1) an Order for all undisputed Obsolete Components; Components and (2) all undisputed Excess Components wherein Manufacturer has elected to sell such Excess Components to Hyperfine. Manufacturer shall invoice Hyperfine no later than [***] ([***]) days from receipt of Hyperfine’s purchase order for the Excess Components and Obsolete Components, and Hyperfine shall pay Manufacturer its Delivered Cost for such undisputed Excess Components and Obsolete Components within the payment term specified in Section 11.2 below. ​. (c) Liability for any items appearing on the E&O List shall be deemed agreed to by Customer, unless Customer provides a written objection within the Dispute Period. The Parties will escalate any dispute regarding Excess Components or Obsolete Components for which no Order is issued pursuant to Section 7.3(b) to the Parties’ respective executive management level (General Manager or above) for prompt resolution within twenty (20) days after the end of the Dispute Period. (d) The Parties may mutually agree to place undisputed Excess Components or Obsolete Components in consignmentconsignment at Benchmark’s facility, subject to an inventory carrying charge of [***] of the total Delivered Cost of such Excess Components or Obsolete Components. Hyperfine Customer shall own all such consigned Components. Hyperfine Customer shall take actual delivery and possession of any consigned Excess Components or Obsolete Components that have been in ManufacturerBenchmark’s inventory for more than [***] ([***]) months without activity. ​. (de) For those undisputed Excess Components or Obsolete Components with demand beyond [***] that Hyperfine requests Customer and Manufacturer agrees Benchmark agree will not be sold to not sell to HyperfineCustomer, Manufacturer Benchmark has the right to charge Hyperfine Customer an inventory carrying charge of [***] percent ([***]%) per month of the total Delivered Cost of Excess Components; provided, however, that Manufacturer Benchmark shall only carry such Components for [***] ([***]) months from after the date they became Excess Components, at which point Hyperfine Customer shall issue a purchase order to Manufacturer an Order for any such Excess Components at the Delivered Cost. ​ ​ ​ ​ ​ ​ (e) Notwithstanding anything to the contrary in this Agreement, Hyperfine shall be liable to Manufacturer for any Excess Components and/or Obsolete Component inventory resulting from the transition of a Product to becoming PCR Compliant. ​ (f) If the Parties cannot mutually agree upon the proposed solution for an issue arising under this Section within [***] ([***]) business days after the end of each calendar quarter, then the Parties shall escalate the matter to the appropriate executive management level (General Manager or above) within the Parties’ organizations to resolve such dispute within [***] ([***]) days of escalation. If the dispute is not resolved to the satisfaction of both Parties within [***] ([***]) days from the date of the original escalation communication, either Party may immediately (notwithstanding the notice period required) terminate this Agreement in whole or in part for convenience.

Excess Components and Obsolete Components Inventory. ​ (a) Within [***] ([***]) business days after the end of [***]each calendar quarter, Manufacturer shall provide Hyperfine Butterfly with a list of any Excess Components or Obsolete Components in its inventory and the Delivered Cost of such Components (the “E&O List”). Manufacturer will make good faith efforts to mitigate HyperfineButterfly’s liability by returning or selling Excess Components and Obsolete Components, and Hyperfine Butterfly shall be responsible for payment of all restocking fees and reimbursement of price variances from quoted standard cost. ​. (b) Within [***] ([***]) business days after receiving Manufacturer’s E&O List, Hyperfine Butterfly shall: (i) advise Manufacturer of any Component on the E&O List that it reasonably believes is not an Excess Component or Obsolete Component, and the reasons therefore; and (ii) shall issue to Manufacturer a purchase order for: (1) all undisputed Obsolete Components; and (2) all undisputed Excess Components wherein Manufacturer has elected to sell such Excess Components to HyperfineButterfly. Manufacturer shall invoice Hyperfine Butterfly no later than [***] ([***]) days from receipt of HyperfineButterfly’s purchase order for the Excess Components and Obsolete Components, and Hyperfine Butterfly shall pay Manufacturer its Delivered Cost for such undisputed Excess Components and Obsolete Components within the payment term specified in Section 11.2 below. ​. (c) The Parties may mutually agree to place Excess Components or Obsolete Components in consignment. Hyperfine Butterfly shall own all such consigned Components. Hyperfine Butterfly shall take actual delivery and possession of any consigned Excess Components or Obsolete Components that have been in Manufacturer’s inventory for more than [***] ([***]) months without activity. ​. (d) For those undisputed Excess Components that Hyperfine Butterfly requests and Manufacturer agrees to not sell to HyperfineButterfly, Manufacturer has the right to charge Hyperfine Butterfly an inventory carrying charge of [***] percent ([***]%) per month of the total Delivered Cost of Excess Components; provided, however, that Manufacturer shall only carry such Components for [***] ([***]) months from the date they became Excess Components, at which point Hyperfine Butterfly shall issue a purchase order to Manufacturer for any such Excess Components at the Delivered Cost. ​ ​ ​ ​ ​ ​. (e) Notwithstanding anything to the contrary in this Agreement, Hyperfine Butterfly shall be liable to Manufacturer for any Excess Components and/or Obsolete Component inventory resulting from the transition of a Product to becoming PCR Compliant. ​. (f) If the Parties cannot mutually agree upon the proposed solution for an issue arising under this Section within [***] ([***]) business days after the end of each calendar quarter, then the Parties shall escalate the matter to the appropriate executive management level (General Manager or above) within the Parties’ organizations to resolve such dispute within [***] ([***]) days of escalation. If the dispute is not resolved to the satisfaction of both Parties within [***] ([***]) days from the date of the original escalation communication, either Party may immediately (notwithstanding the notice period required) terminate this Agreement in whole or in part for convenience. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Excess Components and Obsolete Components Inventory. ​ (a) Within [***] ([***]) business days after the end of [***], Manufacturer shall provide Hyperfine with a list of any Excess Components or Obsolete Components in its inventory and the Delivered Cost of such Components (the “E&O List”). Manufacturer will make good faith efforts to mitigate Hyperfine’s liability by returning or selling Excess Components and Obsolete Components, and Hyperfine shall be responsible for payment of all restocking fees and reimbursement of price variances from quoted standard cost. ​. (b) Within [***] ([***]) business days after receiving Manufacturer’s E&O List, Hyperfine shall: (i) advise Manufacturer of any Component on the E&O List that it reasonably believes is not an Excess Component or Obsolete Component, and the reasons therefore; and (ii) shall issue to Manufacturer a purchase order for: (1) all undisputed Obsolete Components; and (2) all undisputed Excess Components wherein Manufacturer has elected to sell such Excess Components to Hyperfine. Manufacturer shall invoice Hyperfine no later than [***] ([***]) days from receipt of Hyperfine’s purchase order for the Excess Components and Obsolete Components, and Hyperfine shall pay Manufacturer its Delivered Cost for such undisputed Excess Components and Obsolete Components within the payment term specified in Section 11.2 below. ​. (c) The Parties may mutually agree to place Excess Components or Obsolete Components in consignment. Hyperfine shall own all such consigned Components. Hyperfine shall take actual delivery and possession of any consigned Excess Components or Obsolete Components that have been in Manufacturer’s inventory for more than [***] ([***]) months without activity. ​. (d) For those undisputed Excess Components that Hyperfine requests and Manufacturer agrees to not sell to Hyperfine, Manufacturer has the right to charge Hyperfine an inventory carrying charge of [***] percent ([***]%) per month of the total Delivered Cost of Excess Components; provided, however, that Manufacturer shall only carry such Components for [***] ([***]) months from the date they became Excess Components, at which point Hyperfine shall issue a purchase order to Manufacturer for any such Excess Components at the Delivered Cost. ​ ​ ​ ​ ​ ​. (e) Notwithstanding anything to the contrary in this Agreement, Hyperfine shall be liable to Manufacturer for any Excess Components and/or Obsolete Component inventory resulting from the transition of a Product to becoming PCR Compliant. ​. (f) If the Parties cannot mutually agree upon the proposed solution for an issue arising under this Section within [***] ([***]) business days after the end of each calendar quarter, then the Parties shall escalate the matter to the appropriate executive management level (General Manager or above) within the Parties’ organizations to resolve such dispute within [***] ([***]) days of escalation. If the dispute is not resolved to the satisfaction of both Parties within [***] ([***]) days from the date of the original escalation communication, either Party may immediately (notwithstanding the notice period required) terminate this Agreement in whole or in part for convenience.