Common use of Repair Parts and Spares Clause in Contracts

Repair Parts and Spares. Supplier will maintain, at its own expense, adequate inventories of and supply arrangements for repair parts and replacement spares (including hard drives) for Covered Machines, at suitable geographic locations, to enable Supplier to meet the timeframes for On-site Arrival and Problem Resolution set forth in Exhibit B.1 (Service Level Matrix). Supplier shall determine, acting reasonably, whether a malfunctioning Covered Machine can be repaired properly through the use of repair parts or whether such Covered Machine should be replaced with a functionally equivalent Covered Machine. Repair parts will be functionally equivalent to, and of at least the same quality as, the part replaced. Supplier may use new or used parts, OEM parts, IBM Branded parts and non-OEM parts which are certified through the certification process noted below. If Gap or Supplier determine that a replacement part does not function in Gap’s operating environment, the Parties will promptly work together to determine root cause of the problem. Supplier will diligently and promptly work with Gap to certify the part, or another new part, in Gap’s operating environment. Gap will diligently and promptly work to certify such new part and will not unreasonably withhold or delay certification. Once the new part is certified by Gap, Supplier will use such certified part to correct the reported Problem. Supplier shall not be measured on such Service Calls for Service Levels calculation, including Service Level Defaults until a work-around is implemented by Gap or a part is certified by Gap. Service Calls by Gap related to these failing parts will not be measured by Supplier for call distribution purposes as defined in Exhibit B.1 (Service Level Matrix). While a part is being identified and or certified, the Parties will promptly work together to determine whether there is a reasonable workaround and, if there is such a workaround, implement it. Gap will acquire title to the replacement parts or replacement IBM or Non-IBM Branded Machines at the time of exchange and, conversely, as appropriate, Supplier will acquire title to the failing parts or failing IBM or Non-IBM Branded Machines at the time of exchange, provided that before Supplier will acquire title to any such parts or machines, Supplier will perform a drive wipe on storage devices using a mutually agreed process as documented in the Procedures Manual. The replacement item will assume the warranty or Maintenance Service status of the replaced item. Before Supplier exchanges an IBM or Non-IBM Machine or part, Supplier will disconnect peripheral devices prior to the exchange of such Covered Machine or part. Gap will reimburse Supplier, at Supplier’s costs, for replacement Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information parts that are not part of a Covered Machine as authorized by Gap. The replaced IBM or Non-IBM Machine or part shall be free of any legal obligations or restrictions that prevent its exchange.

Repair Parts and Spares. Supplier will maintain, at its own expense, adequate inventories of and supply arrangements for repair parts and replacement spares (including hard drives) for Covered Machines, at suitable geographic locations, to enable Supplier to meet the timeframes for On-site Arrival and Problem Resolution set forth in Exhibit B.1 (Service Level Matrix). Supplier shall determine, acting reasonably, whether a malfunctioning Covered Machine can be repaired properly through the use of repair parts or whether such Covered Machine should be replaced with a functionally equivalent Covered Machine. Repair parts will be functionally equivalent to, and of at least the same quality as, the part replaced. Supplier may use new or used parts, OEM parts, IBM Branded parts and non-OEM parts which are certified through the certification process noted below. If Gap or Supplier determine that a replacement part does not function in Gap’s operating environment, the Parties will promptly work together to determine root cause of the problem. Supplier will diligently and promptly work with Gap to certify the part, or another new part, in Gap’s operating environment. Gap will diligently and promptly work to certify such new part and will not unreasonably withhold or delay certification. Once the new part is certified by Gap, Supplier will use such certified part to correct the reported Exhibit A.3.1 Gap Confidential and Proprietary Information Second Amended Master Services Agreement Problem. Supplier shall not be measured on such Service Calls for Service Levels calculation, including Service Level Defaults until a work-around is implemented by Gap or a part is certified by Gap. Service Calls by Gap related to these failing parts will not be measured by Supplier for call distribution purposes as defined in Exhibit B.1 (Service Level Matrix). While a part is being identified and or certified, the Parties will promptly work together to determine whether there is a reasonable workaround and, if there is such a workaround, implement it. Gap will acquire title to the replacement parts or replacement IBM or Non-IBM Branded Machines at the time of exchange and, conversely, as appropriate, Supplier will acquire title to the failing parts or failing IBM or Non-IBM Branded Machines at the time of exchange, provided that before Supplier will acquire title to any such parts or machines, Supplier will perform a drive wipe on storage devices using a mutually agreed process as documented in the Procedures Manual. The replacement item will assume the warranty or Maintenance Service status of the replaced item. Before Supplier exchanges an IBM or Non-IBM Machine or part, Supplier will disconnect peripheral devices prior to the exchange of such Covered Machine or part. Gap will reimburse Supplier, at Supplier’s costs, for replacement Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information parts that are not part of a Covered Machine as authorized by Gap. The replaced IBM or Non-IBM Machine or part shall be free of any legal obligations or restrictions that prevent its exchange. If Gap does not refresh an IBM or Non-IBM branded machine that has reached either the Manufacturer’s published end of support date or the IT industry generally accepted end of life and IBM is unable to provide Maintenance Services at the prices set forth in Exhibit C (Pricing), *. *.

Repair Parts and Spares. Supplier IBM will maintain, at its own expense, adequate inventories of and supply arrangements for repair parts and replacement spares (including hard drives) for Covered Machines, at suitable geographic locations, to enable Supplier IBM to meet the timeframes for On-site Arrival and Problem Resolution set forth in Exhibit B.1 B (Service Level MatrixAgreement). Supplier IBM shall determine, acting reasonably, whether a malfunctioning Covered Machine can be repaired properly through the use of repair parts or whether such Covered Machine should be replaced with a functionally equivalent Covered Machine. Repair parts will be functionally equivalent to, and of at least the same quality as, the part replaced. Supplier IBM may use new or used parts, OEM parts, IBM Branded parts and non-OEM parts which are certified through the certification process noted below. If Gap or Supplier IBM determine that a replacement part does not function in Gap’s operating environment, the Parties will promptly work together to determine root cause of the problem. Supplier IBM will diligently and promptly work with Gap to certify the part, or another new part, in Gap’s operating environment. Gap will diligently and promptly work to certify such new part and will not unreasonably withhold or delay certification. Once the new part is certified by Gap, Supplier IBM will use such certified part to correct the reported Problemproblem. Supplier IBM shall not be measured on such Service Calls for Service Levels calculation, including Service Level Defaults until a work-around is implemented by Gap or a part is certified by Gap. Service Calls by Gap related to these failing parts will not be measured by Supplier IBM for call distribution purposes as defined in Exhibit B.1 B (Service Level MatrixAgreement). While a part is being identified and or certified, the Parties will promptly work together to determine whether there is a reasonable workaround and, if there is such a workaround, implement it. Gap will acquire title to the replacement parts or replacement IBM or Non-IBM Branded Machines at the time of exchange and, conversely, as appropriate, Supplier IBM will acquire title to the failing parts or failing IBM or Non-IBM Branded Machines at the time of exchange, provided that before Supplier IBM will acquire title to any such parts or machines, Supplier IBM will perform a drive wipe on all storage devices using a mutually agreed process as documented in the Procedures Manual. The replacement item will assume the warranty or Maintenance Service status of the replaced item. Before Supplier IBM exchanges an IBM or Non-IBM Machine or part, Supplier IBM will disconnect all peripheral devices prior to the exchange of such Covered Machine or part. Gap will reimburse SupplierIBM, at SupplierIBM’s costs, for replacement Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information parts that are not part of a Covered Machine as authorized by Gap. The replaced IBM or Non-IBM Machine or part shall be free of any legal obligations or restrictions that prevent its exchange.

Repair Parts and Spares. Supplier will maintain, at its own expense, adequate inventories of and supply arrangements for repair parts and replacement spares (including hard drives) for Covered Machines, at suitable geographic locations, to enable Supplier to meet the timeframes for On-site Arrival and Problem Resolution set forth in Exhibit B.1 B (Service Level MatrixAgreement). Supplier shall determine, acting reasonably, whether a malfunctioning Covered Machine can be repaired properly through the use of repair parts or whether such Covered Machine should be replaced with a functionally equivalent Covered Machine. Repair parts will be functionally equivalent to, and of at least the same quality as, the part replaced. Supplier may use new or used parts, OEM parts, IBM Branded parts and non-OEM parts which are certified through the certification process noted below. If Gap or Supplier determine that a replacement part does not function in Gap’s operating environment, the Parties will promptly work together to determine root cause of the problem. Supplier will diligently and promptly work with Gap to certify the part, or another new part, in Gap’s operating environment. Gap will diligently and promptly work to certify such new part and will not unreasonably withhold or delay certification. Once the new part is certified by Gap, Supplier will use such certified part to correct the reported Problem. Supplier shall not be measured on such Service Calls for Service Levels calculation, including Service Level Defaults until a work-around is implemented by Gap or a part is certified by Gap. Service Calls by Gap related to these failing parts will not be measured by Supplier for call distribution purposes as defined in Exhibit B.1 B (Service Level MatrixAgreement). While a part is being identified and or certified, the Parties will promptly work together to determine whether there is a reasonable workaround and, if there is such a workaround, implement it. Gap will acquire title to the replacement parts or replacement IBM or Non-IBM Branded Machines at the time of exchange and, conversely, as appropriate, Supplier will acquire title to the failing parts or failing IBM or Non-IBM Branded Machines at the time of exchange, provided that before Supplier will acquire title to any such parts or machines, Supplier will perform a drive wipe on storage devices using a mutually agreed process as documented in the Procedures Manual. The replacement item will assume the warranty or Maintenance Service status of the replaced item. Before Supplier exchanges an IBM or Non-IBM Machine or part, Supplier will disconnect peripheral devices prior to the exchange of such Covered Machine or part. Gap will reimburse Supplier, at Supplier’s costs, for replacement Exhibit A.3.a – European Stores Maintenance Services SOW Gap Confidential and Proprietary Information parts that are not part of a Covered Machine as authorized by Gap. The replaced IBM or Non-IBM Machine or part shall be free of any legal obligations or restrictions that prevent its exchange.