Common use of Fees; Changes; Taxes Clause in Contracts

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and fees will be evaluated quarterly during the quarterly business review. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on

Appears in 3 contracts

Samples: Manufacturing Agreement, Manufacturing Agreement (Enphase Energy, Inc.), Manufacturing Agreement (Enphase Energy, Inc.)

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Fees; Changes; Taxes. (a) LumiraDx shall purchase the Products at the relevant price as set out in the Fee List which is attached hereto as Exhibit 3 and incorporated herein by reference. Prices in the Fee List are based on delivery FCA (lncotems 2010) except as provided in this Agreement. All costs of the supply chain or distribution, of the Products shall be included in the Prices set out in the Fee List. The fees will be agreed by cost of Materials and Production Materials are included in the parties and will be indicated on price set out in the purchase orders issued by Customer and accepted by Flextronics. Fee List. (b) The initial fees shall be as set forth on identified in the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completedcompleted or amended as agreed upon, then the initial fees shall be as set forth in purchase orders issued by Customer LumiraDx and accepted by Flextronics in accordance with the terms of this Agreement. (bc) Customer is responsible for additional fees The Fee List shall be reviewed and costs due to: (a) adjusted to the currency exchange rates at least quarterly by the parties. Any other changes to the Specifications except as permitted Fee List (including, without limitation, engineering related changes set forth in Section 2.2; (b2.3) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and fees will be evaluated quarterly during the quarterly business review. Any changes and timing of changes shall be agreed by the partiesparties biannually, such agreement not to be unreasonably withheld or delayed. By way of example onlyThe parties agree that it shall be considered reasonable, and the fees may be increased or decreased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by FlextronicsFlextronics or by LumiraDx. (d) Without limiting the foregoing, if any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including mandatory wage increases) result in changes to the costs of performance of any Services hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised prices to reflect such Governmental Change, retroactive to the date on which the Governmental Change became effective. (e) LumiraDx is responsible for additional fees and costs due to: (i) changes to the Specifications, to the projected volumes, minimum run rates, or to any incorrect assumptions set forth in Flextronics’s quotation and not corrected by LumiraDx; (ii) a Governmental Change; (iii) failure of LumiraDx or its subcontractor to timely provide sufficient quantities or a reasonable quality level of LumiraDx Controlled Materials where applicable to sustain the production schedule; and (iv) any pre-approved expediting charges reasonably necessary because of a change in LumiraDx’s requirements. (f) All fees are exclusive of federal(i) Taxes, state (ii) amounts related to the export licensing of the Product and local excisepayment of brokers fees, salesduties, use, VATtariffs or similar charges, and similar transfer taxes(iii) NRE Charges, and any duties, and Customer LumiraDx shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on

Appears in 3 contracts

Samples: Manufacturing Agreement (LumiraDx LTD), Manufacturing Agreement (LumiraDx LTD), Manufacturing Agreement (LumiraDx LTD)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 4.4 (the “Fee List”). If For each Design Statement of Work under this Agreement the parties shall mutually agree upon a Fee List, which shall be consecutively numbered to correlate to the applicable Design Statement of Work (e.g., Fee List X-0, X-0, X-0, etc) and incorporated by reference or attached to Exhibit 4.4. In the event that the Fee List is not attached or completed, then the initial fees shall will be as set forth in agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is will be responsible for additional fees and costs (“Additional Fees”), if any, due to: (ai) changes to the Design Specifications except as permitted in Section 2.2; or Manufacturing Specifications, (bii) failure of Customer or its subcontractor to perform its responsibilities with respect to the Design Services, including without limitation, a failure to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials Specified Materials, as set forth in Exhibit 1 to this Agreement and Section 5.2, where applicable to sustain the production schedule; , (iii) extension of any milestone completion schedule under the Design Statement of Work due to causes outside of Flextronics’s control, and (civ) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirementsrequirements which charges are pre-approved. Flextronics will notify Customer and will receive Customer’s written approval before incurring any Additional Fees. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, in writing, and such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased increased, or decreased, if the market price of fuels, Materials, equipment, labor and other production costs, increase increase, or decrease, beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, VAT and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. Should all or any portion of the Design Services performed by Flextronics under this Agreement be deemed, at any time, to be taxable; Flextronics shall notify Customer, in writing, prior to invoicing Customer for such taxes and Customer shall pay all such invoices submitted by Flextronics per the terms of this Agreement. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees Fee List will be based on the exchange rate(s) for converting the purchase price for Inventory and Design Materials Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will may be adjustedadjusted in conjunction with the quarterly price review, on a monthly basis based on material changes in the Exchange Rate(s) as reported on the last business day of each monthquarter, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”)quarter. “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 4.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Design Services and/or the Work forecasted to be completed during the applicable month.

Appears in 3 contracts

Samples: Design and Manufacturing Services Agreement (FireEye, Inc.), Design and Manufacturing Services Agreement (FireEye, Inc.), Design and Manufacturing Services Agreement (FireEye, Inc.)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% [***] from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 3 contracts

Samples: Manufacturing Agreement, Manufacturing Agreement (Advanced BioHealing Inc), Manufacturing Agreements (Advanced BioHealing Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and fees will be evaluated quarterly during the quarterly business review. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 2 contracts

Samples: Manufacturing Agreement, Manufacturing Agreement (Enphase Energy, Inc.)

Fees; Changes; Taxes. (a) The fees will shall be agreed by the parties and will shall be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 identified in the applicable SOW (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) For any changes to the Specifications except as permitted in Section 2.2; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level the supply of Customer Controlled Materials where applicable that cause an increase to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because cost of a change in the Products, such costs shall be borne by the Customer’s requirements. (c) All costs and The fees will be evaluated quarterly during reviewed by the quarterly business reviewparties and updated, if necessary, by the *** of the *** prior to the ***. Any changes and of timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. If any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including, without limitation, mandatory wage increases) result in changes to the costs of performance of any Work hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised prices to reflect such Governmental Change. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Unless otherwise agreed in a SOW, the Fees List will shall be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will shall be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day Business Day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last Business Day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month. FLEXTRONICS CONFIDENTIAL

Appears in 2 contracts

Samples: Manufacturing Agreement (Violin Memory Inc), Manufacturing Services Agreement (Violin Memory Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will be evaluated quarterly reviewed [***] by the parties and remain unchanged during the quarterly business reviewagreed upon [***]. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis [***] based on changes in the Exchange Rate(s) as reported on the last business day of each month[***], for the following month to the extent that such Exchange Rates change more than +/- .75% [***] from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 2 contracts

Samples: Manufacturing Agreement (Cyan Inc), Manufacturing Services Agreement (Cyan Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the 5(the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, costs increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics.pricing. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. FLEXTRONICS AND PALO ALTO NETWORKS CONFIDENTIAL (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on

Appears in 1 contract

Samples: Manufacturing Services Agreement

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 3 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronicsrates. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% [***] from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Agreement (Insulet Corp)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 3.1 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. Changes to the fees will be agreed by the parties in accordance with Section 3.4(c). (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements, provided that Customer shall not be responsible for such fees and costs due to reasons specified in (a) or (c) unless Flextronics received prior written approval from Customer to incur such fees and costs. (c) All Flextronics will notify Customer of changes to the cost of Materials as such changes are identified. On a [****] basis, Flextronics and Customer will mutually agree on the Product fees based on changes, if any, to Materials costs and other costs. Concurrent with updating the Product fees on a quarterly basis, Flextronics and Customer will be evaluated quarterly during true up any differences to standard cost already incurred in the quarterly business reviewprior quarter. Any other changes in Product fees (increases or decreases) and the timing of such changes shall be agreed in writing by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased or decreased if the market price of fuels, Materials, equipment, labor and other production costs, increase or decrease beyond normal variations in pricing or currency exchange rates pricing, as reasonably demonstrated by FlextronicsFlextronics or Alimera. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% [****] from the prior month (the “Currency Window”)month. “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Alimera Sciences Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on identified in the Fee List which shall be attached hereto as Exhibit ‎4.4(a) and incorporated herein as Exhibit 3.4 (the “Fee List”)by reference. If a Fee List is not attached or completedcompleted or amended as agreed upon, then the initial fees prices shall be as set forth mutually agreed between the parties and indicated in the respective purchase orders order issued by Customer and accepted approved by Flextronics Flex in accordance with the terms of this Agreement. (b) The Fee List shall be reviewed by the parties twice each calendar year (following June 30 and December 31) (each a “6-Month Period”) and changes shall be made to reflect changes agreed in writing by the parties. Subject to the foregoing, any changes to the Fee List and timing of changes (including, without limitation, engineering related changes set forth in Section ‎2.2) shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed; by way of example only, the fees shall be increased or decreased if the market price of fuels, Materials equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flex or by Customer. Notwithstanding the foregoing, if any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including mandatory wage increases) result in changes to the costs of performance of any Services hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised prices to reflect such Governmental Change, retroactive to the date on which the Governmental Change became effective. Furthermore, notwithstanding anything to the contrary herein, the Standard Cost of Materials may be adapted in consideration of market price changes due to reasons outside the direct control of Flex, whether projected or not during the 6-Month Period only to the extent approved in writing and in advance by Customer (through Flex’s customary PPV mechanism or otherwise). (c) Subject to the Fee list adjustment mechanism, all items in the Fee List reflecting labor costs shall be linked to (i) increases in the Israeli Consumer Price Indexes published from time to time by the Israeli Central Bureau of Statistics (where the base CPI is the CPI known at the time of agreement on the Fees); and (ii) increases in the minimum wage according to applicable law. (d) After each new Fee List, Flex shall perform a re-evaluation of the current Inventories and Special Inventories (on hand and/or on order and not cancellable without charge), in order to enable the immediate use of the new prices listed in the new Fee List. Flex shall provide Customer with pricing variances per Materials, Inventory item and/or Special Inventory Item (collectively “Item/(s)”) which will include the re-evaluation results. The re-evaluation shall be performed in accordance with the following formula, and Flex shall issue a respective invoice to be paid by Customer within ten (10) days from the date of invoice, or a credit note, as applicable: A=old price (per Item) B=the new price (per Item) C=quantity within the inventory (on hand and/or on order and not cancellable without charge) D=amount for debit/credit pursuant to the reevaluation per Item. D=C*(A-B) *[__]% (e) Customer is responsible for additional fees and costs due to: (ai) changes to the Specifications except as permitted (including specifications for NPI Products), to the projected volumes, minimum run rates, or to any assumptions set forth in Section 2.2Fee List; (bii) a Governmental Change; (iii) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (civ) any pre-approved expediting and/or de- expediting charges reasonably necessary because of a change in Customer’s requirements. (cf) All costs and fees will be evaluated quarterly during Fees are, to the quarterly business review. Any changes and timing of changes shall be agreed extent approved in writing by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal(i) Taxes, state (ii) amounts related to the export licensing of the Product and local excisepayment of brokers fees, salesduties, use, VATtariffs or similar charges, and similar transfer taxes, and any duties(iii) NRE Charges, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income.FLEX CONFIDENTIAL (eg) The Fees List will be based To the extent Flex agrees to pay any import duties, including without limitation any customs, excise, purchase tax etc., and VAT applicable on the exchange rate(s) import of Materials, equipment and services, Customer will promptly reimburse, indemnify and hold Flex harmless for converting such costs. Flex will provide to Customer the purchase price respective supportive documents and will make commercially reasonable efforts to assist Customer in eliminating, reducing and recovering such costs under relevant laws and regulations. Flex will not claim reimbursement for Inventory denominated any such costs that are timely reimbursed to Flex. If legally obligated, Flex will charge such costs as separately stated amounts on invoices in connection with the Parts Purchase Currency(ies) into sale of Products to Customer. For the Functional Currency. The fees will be adjustedavoidance of doubt, on a monthly basis based on changes Flex is not responsible or liable in the Exchange Rate(s) as reported on the last business day of each month, any manner for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onclassification or reclassification of said Materials, equipment, services or Products for import or export purposes and any risk associated therewith shall reside exclusively with Customer

Appears in 1 contract

Samples: Manufacturing Agreement (A2Z Smart Technologies Corp)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) Customer’s changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the partiesparties in writing, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased increased, upon written agreement by the parties, if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income, or to any taxes or duties associated with Flextronics’s Production Material and labor costs. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on

Appears in 1 contract

Samples: Manufacturing Services Agreement (Hemosense Inc)

Fees; Changes; Taxes. (a) The fees will be Customer shall pay Flex for the Design Services and any related expenses in accordance with this Section 3 and the Design Fees set forth in the applicable Design Statement of Work or as mutually agreed by the parties and will be indicated on in writing or in the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 quotation (the “Fee ListDesign Fees”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs (“Additional Fees”) due to: (ai) changes to the Specifications except as permitted in Section 2.2; Design Specifications, (bii) failure of Customer or its subcontractor subcontractor(s) to perform its responsibilities with respect to the Design Services, including a failure to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials or consigned materials where applicable to sustain the production design schedule; and , (ciii) extension of any milestone completion schedule under the Design Statement of Work due to Customer requested changes or to causes outside of Flex’s control, including any technical complications realized by Flex or Customer during the performance of the Design Services, (iv) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements's requirements which charges are pre-approved, and (v) a Governmental Change. Flex will notify Customer and will receive Customer's written approval before incurring any Additional Fees. (c) All costs and fees will The Design Fees may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees Design Fees may be increased if the market price of fuels, Materials, equipment, services, increases to labor rates and other pre-production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by FlextronicsFlex. (d) All fees are exclusive of federal(i) Taxes, state (ii) amounts related to the export licensing of the Deliverable and local excisepayment of brokers fees, salesduties, use, VATtariffs or similar charges, and similar transfer taxes, and any duties(iii) CAPEX, and Customer shall be responsible for all such items. This subsection (d) does not apply Should all or any portion of the Design Services performed by Flex under this Agreement be deemed, at any time, to be taxable; Flex shall invoice Customer for such taxes on Flextronics’s net incomeand Customer shall promptly pay all such invoices submitted by Flex. (e) Customer shall pay all invoices in U.S. Dollars. The Design Fees List will shall be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) any non-invoice currency purchases into the Functional Currencyinvoice currency. The fees will be adjusted, parties shall true-up all amounts paid in a quarter with a debit/credit memo on a monthly basis quarterly basis, based on the cumulative changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) resulting from converting the non-invoice currency into the invoice currency in the previous quarter. In the event of a change in the currency exchange rate at the beginning of a quarter and at the end of said quarter of more than two (2) percent then Flex may change the fees based on the most recent exchange rate of official reference rates adopted by the parties. (f) Customer shall pay Flex for or obtain and consign to Flex any CAPEX, as reported onset forth in Flex’s pricing quotation, the attached Fees List, or some other agreement signed by the parties incorporated herein by reference. Preparations for providing Services will not commence until payment for the CAPEX is received by Flex.

Appears in 1 contract

Samples: Design Services Agreement

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the "Fee List"). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms tem1s of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specification s; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s 's requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to lo be unreasonably withheld or delayed. By way of example only, . the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal nom1al variations in pricing or currency exchange rates as demonstrated by Flextronics. As an additional example, fees may be reduced due to cost reductions as described in section 2.4 above. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any an y duties, and Customer shall be responsible for all al l such items. This subsection (d) does not apply to taxes on Flextronics’s 's net income. (e) The Fees List are exclusive of shipping costs. All shipping costs will be quoted and mutually agreed upon by the parties based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month ship from and ship to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onlocations.

Appears in 1 contract

Samples: Manufacturing Agreement (IIM Global Corp)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 3.5 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, costs increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronicspricing. (d) All fees are exclusive of federal, federal state and and-local excise, sales, use, VAT, and similar and-similar-transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on . [***] Information has been omitted and filed separately with the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional CurrencySecurities and Exchange Commission. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month Confidential Treatment has been requested with respect to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”)omitted portions. “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onFLEXTRONICS AND PALO ALTO NETWORKS CONFIDENTIAL

Appears in 1 contract

Samples: Manufacturing Agreement (Palo Alto Networks Inc)

Fees; Changes; Taxes. (a) Customer shall pay Flex for the Design Services, Manufacturing Services and any related expenses in accordance with this Section 4. The fees will be Design Fees set forth in the applicable Design Statement of Work or as mutually agreed by the parties in writing or in the quotation (the “Design Fees”) and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be for Manufacturing Services as set forth identified in on the Fee List attached hereto and incorporated herein as Exhibit 3.4 3 (the “Fee List”), as applicable, and collectively (the “Fees”). If a Fee List is not attached or completedcompleted or amended as agreed upon, then parties shall identify them on the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics Flex in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs (“Additional Fees”) due to: (ai) changes to the Design Specifications except as permitted in Section 2.2; or Manufacturing Specifications, (bii) failure of Customer or its subcontractor subcontractor(s) to perform its responsibilities with respect to the Design Services, including a failure to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials or consigned materials where applicable to sustain the design or production schedule; and , (ciii) extension of any milestone completion schedule under the Design Statement of Work due to Customer requested Changes or due to causes outside of Flex’s control, including any technical complications realized by Flex or Customer during the performance of the Design Services or Manufacturing Services, (iv) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements's requirements which are pre-approved, and (v) a Governmental Change. Flex will notify Customer and will receive Customer's written approval before incurring any Additional Fees . (c) All costs and fees will The Fees shall be evaluated reviewed at least quarterly during by the quarterly business reviewparties. Any changes to the Fees and timing of changes (including, without limitation, engineering related changes set forth in Section 3.2) shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees Fees may be increased if the market price of fuels, Materials, equipment, service, increases to labor rates and other production costs, increase change beyond normal variations in pricing or currency exchange rates as demonstrated by FlextronicsFlex. (d) All fees Fees are exclusive of federal(i) Taxes; (ii) amounts related to export licensing of the Product and payment of brokers, state fee, duties, tariffs or similar charges; and local excise(iii) CAPEX, sales, use, VAT, Launch and similar transfer taxes, and any dutiesRamp Expenses, and Customer shall be responsible for all such items. Should all or any portion of the Design Services or Manufacturing Services performed by Flex under this Agreement be deemed, at any time, to be taxable, Flex shall invoice Customer for such taxes and Customer shall promptly pay all such invoices submitted by Flex. This subsection (d) does not apply to taxes on FlextronicsFlex’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on

Appears in 1 contract

Samples: Design and Manufacturing Services Agreement

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Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased or decreased if the market price of fuels, Materials, equipment, labor and other production costs, increase change beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. Flextronics shall use commercially reasonable efforts to provide accurate cost information for all applicable federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties in the Flextronics’s quotation. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Agreement (MPC Corp)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the "Fee List"). If a Fee List is not attached or completed, then the initial fees shall be as set forth in a quote and purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s 's requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s 's net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the "Currency Window"). "Exchange Rate(s)" is defined as the closing currency exchange rate(s) as reported onon Reuters' page FIX on the last business day of the current month prior to the following month. "Functional Currency" means the currency in which all payments are to be made pursuant to Section 3.5 below. "Parts Purchase Currency(ies)" means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Agreements (Clearone Communications Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on identified in the Fee List which is attached hereto as Exhibit 3.4(a) and incorporated herein as Exhibit 3.4 (the “Fee List”)by reference. If a Fee List is not attached or completedcompleted or amended as agreed upon, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics Flex in accordance with the terms of this Agreement. (b) The Fee List shall be reviewed at least quarterly by the parties. Any changes to the Fee List and timing of changes (including, engineering related changes set forth in Section 2.2) shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased or decreased if the market price of fuels, Materials, equipment, labor and other production costs, change beyond normal variations in pricing or currency exchange rates as demonstrated by Flex or by Customer. (c) Customer is responsible agrees that the Fee List shall be adjusted for additional fees and costs due to: (ai) changes to the Specifications except as permitted Specifications, to the projected volumes, minimum run rates, inventory turns, or to any assumptions set forth in Section 2.2Flex’s quotation; (bii) a Governmental Change; (iii) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (civ) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and fees will be evaluated quarterly during the quarterly business review. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) All fees are exclusive of federal(i) Taxes, state (ii) amounts related to the export licensing of the Product and local excisepayment of brokers fees, salesduties, use, VATtariffs or similar charges, and similar transfer taxes(iii) NRE Charges, CAPEX, Launch and any dutiesRamp Expenses, and Customer shall be responsible for all such items. This subsection (d) does not apply Should all or any portion of the Products or Services performed by Flex under this Agreement be deemed, at any time, to be taxable; Flex shall invoice Customer for such taxes on Flextronics’s net incomeand Customer shall promptly pay all such invoices submitted by Flex. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on

Appears in 1 contract

Samples: Manufacturing Services Agreement

Fees; Changes; Taxes. (a) The fees will shall be quoted in U.S. Dollars, shall be agreed by the parties and will shall be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 identified in the applicable SOW (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed [*] by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. If any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including, without limitation, mandatory wage increases) result in changes to the costs of performance of any Work hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised prices to reflect such Governmental Change. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Unless otherwise agreed in a SOW, the Fees List will shall be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will shall be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month. * Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted from this filing and filed separately with the Securities and Exchange Commission.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Infoblox Inc)

Fees; Changes; Taxes. (a) The fees will shall be quoted in U.S. Dollars, shall be agreed by the parties and will shall be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 identified in the applicable SOW (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will may be evaluated quarterly during reviewed [*] by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. If any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including, without limitation, mandatory wage increases) result in changes to the costs of performance of any Work hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised prices to reflect such Governmental Change. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Unless otherwise agreed in a SOW, the Fees List will shall be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will shall be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Infoblox Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for (i) additional fees and costs mutually agreed upon as set forth in Section 2.2 due to: (a) to changes to the Specifications except as permitted in Section 2.2Specifications; (bii) additional fees and costs mutually agreed upon by Customer and Flextronics due to failure of Customer or its subcontractor to cure within thirty (30) days of written notice a failure to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (ciii) any pre-approved expediting charges reasonably necessary because of a change in Customer’s 's requirements. (c) All costs and The fees will may be evaluated reviewed quarterly during by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the partiesparties in writing, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased upon the written agreement of the parties if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics; or if the actual volume of Products ordered by Customer is greater than or less than the volume anticipated by the parties as of the Effective Date. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (ei) The Fees List will All payments to Flextronics incurred for the Products delivered and Work conducted under this Agreement shall be made in the “Payment Currency” by electronic funds transfer into Flextronics’s designated bank account. “Payment Currency” means the currency specified in Section 3.5 for payment of amounts due hereunder which shall be based on the exchange rate(s) for converting currency in which most of the purchase price for Inventory denominated in costs of the Parts Purchase Currency(ies) into the Functional Currency. The fees Work will be adjustedincurred, on a monthly basis based on changes provided however, if the currency in which most of the Exchange Rate(scosts of the Work will be incurred is not (x) as reported on the last business day local currency of each month, for the following month to location of one of the extent that such Exchange Rates change more than +/- .75% from the prior month parties or (y) the “Currency Window”). functional currency” of one of the parties for accounting purposes, then the Exchange Rate(s)Payment Currencyis defined as will be the closing currency exchange rate(swhich satisfies either (x) as reported onor (y) in which the greatest portion of the costs of the Project will be incurred.

Appears in 1 contract

Samples: Manufacturing Agreement (Electroglas Inc)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer Aruba and Authorized Purchaser and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer Aruba and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer Aruba is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer Aruba or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Aruba Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in CustomerAruba’s requirements. (c) All costs and The fees will be evaluated reviewed quarterly during by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. (d) Except as provided otherwise in this Agreement, changes to Product prices, and the manner and timing of their implementation, will be mutually agreed to b the parties on a commercially reasonable basis at the Quarterly Business Review meeting as set forth in Section 2.7. (e) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer Aruba shall be responsible for all such items. This subsection (de) does not apply to taxes on Flextronics’s net income. (ef) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”)month. “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Agreement (Aruba Networks, Inc.)

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 3.5 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement. (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements. (c) All costs and The fees will be evaluated quarterly during reviewed periodically by the quarterly business reviewparties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, costs increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronicspricing. (d) All fees are exclusive of federal, federal state and and-local excise, sales, use, VAT, and similar and-similar-transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on . [***] Information has been omitted and filed separately with the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional CurrencySecurities and Exchange Commission. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month Confidential Treatment has been requested with respect to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”)omitted portions. “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onConfidential Treatment Requested by Palo Alto Networks, Inc. FLEXTRONICS AND PALO ALTO NETWORKS CONFIDENTIAL

Appears in 1 contract

Samples: Manufacturing Services Agreement

Fees; Changes; Taxes. (a) The fees will be agreed by the parties and will be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List attached hereto and incorporated herein as Exhibit 3.4 3.1 (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement.. Changes to the fees will be agreed by the parties in accordance with Section 3.4(c). ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FLEXTRONICS CONFIDENTIAL (b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications except as permitted in Section 2.2Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements, provided that Customer shall not be responsible for such fees and costs due to reasons specified in (a) or (c) unless Flextronics received prior written approval from Customer to incur such fees and costs. (c) All Flextronics will notify Customer of changes to the cost of Materials as such changes are identified. On a [****] basis, Flextronics and Customer will mutually agree on the Product fees based on changes, if any, to Materials costs and other costs. Concurrent with updating the Product fees on a quarterly basis, Flextronics and Customer will be evaluated quarterly during true up any differences to standard cost already incurred in the quarterly business reviewprior quarter. Any other changes in Product fees (increases or decreases) and the timing of such changes shall be agreed in writing by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased or decreased if the market price of fuels, Materials, equipment, labor and other production costs, increase or decrease beyond normal variations in pricing or currency exchange rates pricing, as reasonably demonstrated by FlextronicsFlextronics or Alimera. (d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income. (e) The Fees List will be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees will be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% [****] from the prior month (the “Currency Window”)month. “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported onon Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase inventory needed for the performance of the Work forecasted to be completed during the applicable month.

Appears in 1 contract

Samples: Manufacturing Services Agreement (Alimera Sciences Inc)

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