Production Materials and Specifications Sample Clauses

Production Materials and Specifications. 6.4.1 The Manufacturer covenants that the Products will be manufactured using only raw materials, components and sub components set forth on Exhibit C or otherwise approved in advance by the Purchaser (the “Production Materials”). As set forth in Exhibit C, the Manufacturer must purchase certain of the Production Materials only from vendors confirmed by the Purchaser. 6.4.2 The Manufacturer covenants that the Products will be manufactured, labeled, packaged, stored and delivered in strict conformance with the Specifications in Exhibit C and the Supplier Quality System Requirements in Exhibit D. 6.4.3 The Purchaser will communicate any proposed changes to the Specifications or Production Materials to the Manufacturer in writing. The Manufacturer will have no obligation to provide Products conforming to the modified Specifications or Production Materials unless and until the Manufacturer has agreed to the change, the Purchaser has updated Exhibit C and both the Manufacturer and the Purchaser have initialed it. Once initialed by both parties, the revised Exhibit C will become part of this Agreement. 6.4.4 The Manufacturer may request an adjustment to the Product Prices by notifying the Purchaser in writing if a modification to the Specification or Production Materials results in an increase of the Manufacturer’s cost of the Production Materials or cost of manufacturing the Products. The Manufacturer will have no obligation to provide Products conforming to the modified Specifications or Production Materials unless and until the Parties have agreed upon the adjusted Product Prices. Upon reaching an agreement, the Purchaser will update Exhibit A, both Parties will initial it, and the revised Exhibit A will become part of this Agreement. The adjusted Product Prices will apply to all Product manufactured in accordance with the modified Specifications or Production Materials. 6.4.5 If a modification to the Specifications or Production Materials causes one or more Production Materials held by the Manufacturer to become obsolete and the Manufacturer notifies in willing the Purchaser of such obsolescence, then at the Purchaser’s option, the Purchaser will either (a) allow the Manufacturer to manufacture the Products with the obsolete Production Materials, or (b) compensate the Manufacturer at the Manufacturer’s actual cost with no xxxx up, or (c) at the request of the Manufacturer, allow the Manufacturer to sell the obsolete Production Materials. The Purchaser’s obli...