Common use of Manufacturing Services Clause in Contracts

Manufacturing Services. Service Providers shall perform the following manufacturing services (the “Manufacturing Services): • Manufacture and package the Products in accordance with the Finished Product Specifications. Without limiting the representations, warranties, covenants and standards provided or to be observed by the Service Providers in accordance with this Agreement, Service Providers agree that they shall perform and provide the Manufacturing Services in a diligent, professional and workmanlike manner in accordance with accepted industry standards applicable to the performance of the Manufacturing Services. • Delivery of Products manufactured under this Agreement (before the applicable Project Line Transfer) to Buyers’ customers at the addresses provided by Buyers and in accordance with a schedule developed by Service Providers in order to timely meet all customer orders received by Service Providers or received by Buyers and delivered to Service Providers, provided that such schedule shall be consistent with Service Providers’ historical practices, using at least the same quality and timeliness as Service Providers used in performance of such deliveries of their own products for the twelve (12) month period immediately prior to the date hereof and shall be subject at all times to the review and approval of the Buyers. Such deliveries of Products to Buyers’ customers, including the shipper(s) used, shall be made in a manner consistent with Service Providers’ historical practices, using the same standard of care in delivering such Products as Service Providers used in performance of such deliveries of their own products during the twelve (12) month period immediately prior to the date hereof but shall be subject at all times to the review and approval of the Buyers. With respect to the portion of the Acquired Assets that represent finished Products as of the Closing, Service Providers shall retain possession of such finished Products at the Facility and shall ship to Buyers’ customers from the Facility, provided that the title to such Products shall at all times remain with the Buyers. • The Parties acknowledge that (i) this shall not be deemed to require Buyers to purchase all of its requirements of Products from Service Providers, and (ii) Buyers may produce Products in its own facilities prior to the expiration of the Transition Period. • Notwithstanding the continued performance of the FMC/Spectrum Obligations by Service Providers, Buyers shall not have and shall not be deemed to have any control over, responsibility for or liability arising from or out of the performance of the FMC/Spectrum Obligations. • Subject to advance notice and the then committed production schedule for the Services, Service Providers shall manufacture, to the extent requested by Buyers, sufficient inventory to ensure that there are no missed shipments or other breaks in service during a transition period for the transition for federal and state purposes to the applicable Buyers’ EPA, state and other registration numbers.

Manufacturing Services. Service Providers shall perform 2.1 Customer appoints Supplier as a contract manufacturer for the following manufacturing purpose of providing services (necessary for the “Manufacturing Services): • Manufacture manufacture for Customer of Products on the terms and package conditions set forth in this Agreement. Supplier accepts such appointment and agrees to manufacture the Products in accordance with the Finished terms of this Agreement. 2.2 Customer agrees to purchase manufacturing services, and Supplier agrees to provide manufacturing services, utilizing the Production Assets and Production Materials, for one hundred (100%) percent of Customer’s requirements for each Product Specificationsfrom the Effective Date until the Contractual Expiration Date of such Product, except as specifically provided otherwise herein. 2.3 Customer shall provide Supplier with three (3) months’ rolling forecasts (using an EDI format) of its requirements for the Products (“Forecasts”), provided that Customer may not change Forecasts relating to a specific delivery date within the applicable Production Lead Time, and will issue binding instructions to release Products no later than the applicable Order Lead Time before the Customer’s desired delivery date for the Product. Without limiting Supplier shall deliver ordered Products in the representationsquantities, warrantieson the dates, covenants and standards at the times specified by Customer in releases issued in accordance with the terms of this Section. Supplier shall be relieved from any obligation to fulfill Customer’s requirements for a Product to the extent that: (i) the quantities of Production Materials consigned by Customer and delivered to Supplier’s Facility are insufficient to fulfill Customer’s requirements for Products; or (ii) such requirements exceed the lesser of: (x) Supplier’s maximum production capacity for such Products as set forth on Exhibit A or as subsequently agreed by Supplier and Customer, provided that for any Products that are manufactured on Supplier Production Assets, Supplier shall be responsible for ensuring that it has production capacity that is sufficient to satisfy contractual commitments by Customer to supply Products to its customers as set forth on Exhibit A; and (y) the requirements for such Products specified by Customer in the last Forecasts provided by Customer to Supplier prior to the beginning of the applicable Production Lead Time. Supplier, at no incremental cost to it, will use good faith efforts to meet Customer’s requirements in excess of the applicable maximum production capacity or requirements specified in the last Forecasts issued prior to the beginning of the applicable Production Lead Time. However, if Supplier determines in good faith that it will need to incur additional costs, including for overtime or for investments in machinery, equipment, tooling and test equipment in order to fulfill Customer’s forecasted requirements, then Supplier shall promptly notify Customer and Customer shall determine whether or not to pay such costs or make such investments at its own cost or to revise its forecasts in accordance with Supplier’s applicable maximum production capacity. Supplier shall have no liability to Customer for any failure or delay in satisfying orders for Products that exceed the applicable maximum production capacity or the requirements specified in the last relevant Forecasts issued prior to the beginning of the applicable Production Lead Time. 2.4 Supplier may change unilaterally and in its reasonable discretion the Production Lead Time or Order Lead Time applicable to a Product. Supplier shall promptly notify Customer in writing of such change. Notwithstanding the foregoing, if a change in the Production Lead Time or Order Lead Time, as the case may be, applicable to a Product is likely, in Supplier’s reasonable opinion, to cause material costs and expenses to Customer, including premium freight, Supplier shall obtain Customer’s written consent (not to be observed unreasonably withheld, delayed or withdrawn) before Supplier can implement the new Production Lead Time or Order Lead Time, as the case may be, in respect of the relevant Product. 2.5 Customer will be and will remain the owner of the Products and all work-in-progress with respect thereto while they remain in Supplier’s Facility. Customer will bear the risk of loss, theft and damage to the Products, work-in-progress and finished goods while they are in the custody or control of Supplier or any of Supplier’s suppliers, subcontractors or agents. Customer will be responsible for the cost of repairing or replacing the Products if they are stolen, worn out, damaged or destroyed other than due to Supplier’s gross negligence or willful misconduct. 2.6 Supplier will pay or reimburse Customer for the cost of any premium (more expeditious) method of transportation that is required to allow delivery of Products to Customer’s end customers in accordance with Customer’s applicable delivery schedules only to the extent that Supplier’s failure to have Products ready for shipment on the applicable delivery date and time to meet Customer’s delivery schedules using the method of transportation originally specified or utilized by Customer is caused by Supplier’s failure to comply with the terms of this Agreement. In particular, Supplier shall not be liable for any premium freight charge associated with emergency orders, a failure of a supplier of Production Materials to deliver such Production Materials in a timely manner or in the ordered quantities or that may be caused by a change in the delivery date or time of the ordered Products after Customer has instructed Supplier to release Products in accordance with Section 2.3. 2.7 If Customer places and Supplier accepts an order with Supplier for less than one hundred (100%) percent of Customer’s requirements for any or all Products (“Reduced Order”), Supplier shall only be obligated to provide manufacturing services for the lower percentage of Customer’s requirements for such Products as set forth on the Reduced Order, from the date that the Reduced Order is placed with Supplier through the remainder of this Agreement. 2.8 The expiration date of Customer’s contractual commitment as of the Effective Date to supply each Product to the relevant vehicle manufacturer (“OEM”) for regular vehicle production (not Service Parts) (the “Contractual Expiration Date”) is specified in Exhibit A. Customer shall notify Supplier in writing of any change in the Contractual Expiration Date for a Product immediately after it has been informed thereof by the relevant OEM, and in any event no later than thirty (30) days after becoming aware thereof. Supplier will have no obligation to continue manufacturing any product after the original Contractual Expiration Date but Customer may place a one-time final order for production and service parts related to such Product at a price equal to the then-applicable Manufacturing Service Providers Fee; provided, that, any such order from Customer must be issued to Supplier by the earlier of: (x) six (6) months prior to the original Contractual Expiration Date; and (y) four (4) months after Supplier receives Customer’s notice. Supplier will have no obligation to fulfill any order that is received by Supplier after the date required under the preceding sentence. If Customer provides Supplier with a final order in accordance with this AgreementSection 2.8, Service Providers agree that they Supplier shall perform manufacture the Products ordered under the final order and provide deliver them to Customer as Customer requires over a period of up to six (6) months after the Manufacturing Services in a diligent, professional and workmanlike manner in accordance with accepted industry standards applicable to the performance date of receipt of the final order by Supplier (the “End-of-Manufacturing ServicesDate”). • Delivery of All Products manufactured ordered from Supplier under this Agreement (before the applicable Project Line Transfer) to Buyers’ customers at the addresses provided by Buyers and in accordance with a schedule developed by Service Providers in final order to timely meet all customer orders received by Service Providers or received by Buyers and that have not been delivered to Service Providers, provided that Customer on the End-of-Manufacturing Date will be delivered to Customer in one final shipment from Supplier within seven (7) days after the End-of-Manufacturing Date or any other date agreed upon between Customer and Supplier. Supplier shall thereafter have no further obligation to provide such schedule shall be consistent with Service Providers’ historical practices, using at least the same quality and timeliness as Service Providers used in performance of such deliveries of their own products for the twelve (12) month period immediately prior to the date hereof and shall be subject at all times to the review and approval of the Buyers. Such deliveries of Products to Buyers’ customersCustomer. 2.9 Notwithstanding the terms of Section 2.8, including if an OEM desires to extend the shipper(s) usedproduction of any Product beyond the Contractual Expiration Date for that Product, shall be made in a manner consistent with Service Providers’ historical practices, using the same standard of care in delivering such Products as Service Providers used in performance of such deliveries of their own products during the twelve (12) month period immediately prior to the date hereof but shall be subject at all times to the review and approval of the Buyers. With respect to the portion of the Acquired Assets that represent finished Products as of the Closing, Service Providers shall retain possession of such finished Products at the Facility and shall ship to Buyers’ customers from the Facility, provided that the title to such Products shall at all times remain with the Buyers. • The Parties acknowledge that Customer shall: (i) this shall not be deemed to require Buyers to purchase all notify Supplier of its requirements of Products from Service Providers, and such proposed extension promptly after having been notified thereof; (ii) Buyers may produce Products in its own facilities prior provide Supplier with all relevant information known to Customer regarding such proposed extension, including but not limited to, the expiration length of the Transition Period. • Notwithstanding proposed extension for the relevant Product, any change in the prices paid by the OEM to Customer and any new anticipated capital expenditures that would be required for the continued performance production of Products during the extension period; and (iii) offer Supplier the opportunity to continue to supply the Product during the proposed extension period (the “Offer”). If Supplier desires to continue to supply the Product during the proposed extension period, Supplier will notify Customer, within fifteen (15) days of Supplier’s receipt of the FMC/Spectrum Obligations by Service ProvidersOffer, Buyers shall not have and shall not be deemed to have any control over, responsibility for or liability arising from or out of the performance of terms on which Supplier is willing to continue to supply the FMC/Spectrum Obligationsrelevant Product to Customer (the “Supplier’s Quote”). • Subject Customer will inform Supplier whether Customer accepts such terms within ten (10) days after Customer receives Supplier’s Quote. If Customer does not accept Supplier’s Quote, Customer is free to advance award the business to a third party, on terms and conditions that are more favorable to Customer than those set forth in Supplier’s Quote but before awarding the business to a third party on terms that are less favorable to Customer than Supplier’s Quote, Customer shall offer Supplier, in writing (the “Final Offer”), an opportunity to supply the Product on the terms that Customer is prepared to award the business to another supplier (which terms shall be set forth in the notice and from Customer to Supplier). Supplier shall have ten (10) days after it receives the then committed production schedule for Final Offer to accept or reject such offer, it being understood that any failure to accept the ServicesFinal Offer in writing shall constitute a rejection by Supplier. If Supplier rejects the Final Offer, Service Providers Customer shall manufacture, have the right to award the extent requested by Buyers, sufficient inventory business to ensure a third-party on terms at least as favorable to Customer as those it offered to Supplier but not on terms that there are no missed shipments or other breaks in service during a transition period for the transition for federal and state purposes less favorable to the applicable Buyers’ EPA, state and other registration numbersCustomer.

Manufacturing Services. Service Providers shall perform 2.1 Customer appoints Supplier as a contract manufacturer for the following manufacturing purpose of providing services (necessary for the “Manufacturing Services): • Manufacture manufacture for Customer of Products on the terms and package conditions set forth in this Agreement. Supplier accepts such appointment and agrees to manufacture the Products in accordance with the Finished terms of this Agreement. 2.2 Customer agrees to purchase manufacturing services, and Supplier agrees to provide manufacturing services, utilizing the Production Assets and Production Materials, for one hundred (100%) percent of Customer's requirements for each Product Specifications. Without limiting from the representationsEffective Date until the Contractual Expiration Date of such Product, warrantiesexcept as specifically provided otherwise herein. 2.3 Customer shall cause its original equipment manufacturer (“OEM”) customers to provide Supplier directly with three (3) months' rolling forecasts (using an EDI format) of its requirements for the Products (“Forecasts”), covenants and standards provided or to be observed by the Service Providers that Supplier shall have no obligation to: (i) fulfill any requirements for Products in accordance with the terms of this Agreement, Service Providers agree that they shall perform and provide the Manufacturing Services in a diligent, professional and workmanlike manner in accordance Section if it has received no Forecasts with accepted industry standards applicable to the performance of the Manufacturing Services. • Delivery of Products manufactured under this Agreement (before the applicable Project Line Transfer) to Buyers’ customers at the addresses provided by Buyers and in accordance with a schedule developed by Service Providers in order to timely meet all customer orders received by Service Providers or received by Buyers and delivered to Service Providers, provided that such schedule shall be consistent with Service Providers’ historical practices, using at least the same quality and timeliness as Service Providers used in performance of such deliveries of their own products for the twelve (12) month period immediately prior to the date hereof and shall be subject at all times to the review and approval of the Buyers. Such deliveries of Products to Buyers’ customers, including the shipper(s) used, shall be made in a manner consistent with Service Providers’ historical practices, using the same standard of care in delivering such Products as Service Providers used in performance of such deliveries of their own products during the twelve (12) month period immediately prior to the date hereof but shall be subject at all times to the review and approval of the Buyers. With respect to the portion of the Acquired Assets that represent finished Products as of the Closing, Service Providers shall retain possession of such finished Products at the Facility and shall ship to Buyers’ customers from the Facility, provided that the title to such Products shall at all times remain with the Buyers. • The Parties acknowledge that (i) this shall not be deemed to require Buyers to purchase all of its requirements of Products from Service Providers, requirements; and (ii) Buyers may produce accept any changes to Forecasts relating to a specific delivery date that are submitted within the applicable Production Lead Time or any binding instructions to release Products that are issued within the applicable Order Lead Time before the Customer's desired delivery date for the Product. Supplier shall deliver ordered Products in the quantities, on the dates, and at the times specified by Customer in releases issued in accordance with the terms of this Section. Supplier shall be relieved from any obligation to fulfill Customer's requirements for a Product to the extent that: (i) the quantities of Production Materials consigned by Customer and delivered to Supplier's Facility are insufficient to fulfill Customer's requirements for Products; or (ii) such requirements exceed the lesser of: (x) Supplier's maximum production capacity for such Products as set forth on Exhibit A or as subsequently agreed by Supplier and Customer, provided that for any Products that are manufactured on Supplier Production Assets, Supplier shall be responsible for ensuring that it has production capacity that is sufficient to satisfy contractual commitments by Customer to supply Products to its own facilities customers as set forth on Exhibit A; and (y) the requirements for such Products specified by Customer in the last Forecasts provided by Customer to Supplier prior to the expiration beginning of the Transition Periodapplicable Production Lead Time. • Notwithstanding the continued performance Supplier, at no incremental cost to it, will use good faith efforts to meet Customer's requirements in excess of the FMC/Spectrum Obligations by Service Providers, Buyers shall not have and shall not be deemed applicable maximum production capacity or requirements specified in the last Forecasts issued prior to have any control over, responsibility for or liability arising from or out the beginning of the performance applicable Production Lead Time. However, if Supplier determines in good faith that it will need to incur additional costs, including for overtime or for investments in machinery, equipment, tooling and test equipment in order to fulfill Customer's forecasted requirements, then Supplier shall promptly notify Customer and Customer shall determine whether or not to pay such costs or make such investments at its own cost or to revise its forecasts in accordance with Supplier's applicable maximum production capacity. Supplier shall have no liability to Customer for any failure or delay in satisfying orders for Products that exceed the applicable maximum production capacity or the requirements specified in the last relevant Forecasts issued prior to the beginning of the FMC/Spectrum Obligations. • Subject to advance notice and the then committed production schedule for the Services, Service Providers shall manufacture, to the extent requested by Buyers, sufficient inventory to ensure that there are no missed shipments or other breaks in service during a transition period for the transition for federal and state purposes to the applicable Buyers’ EPA, state and other registration numbersProduction Lead Time.