Replacement Parts. Replacement parts for goods purchased by Buyer hereunder are for the purpose of this Section defined as “Parts” and are included in the definition of “goods” under this Order. For all goods ordered by Xxxxx’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller shall provide Parts: (i) to Buyer’s Measurement and Control Solutions and Industrial Solutions businesses for a period of five (5) years after production of the goods ceases; and (ii) to Buyer’s Wind Energy business for period of twenty (20) years after production of the goods ceases. Seller shall continue to supply such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted by Seller or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.
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Samples: Standard Terms of Purchase, Terms of Purchase, Terms of Purchase
Replacement Parts. Replacement parts for goods purchased by Buyer hereunder are for the purpose of this Section defined as “Parts” and are included in the definition of “goods” under this Order. For all goods ordered by Xxxxx’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller shall provide Parts: (i) to Buyer’s Measurement and Control Solutions and Industrial Solutions businesses for a period of five (5) years after production of the goods ceases; and (ii) to Buyer’s Wind Energy business for period of twenty (20) years after production of the goods ceases. Seller shall continue to supply such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted by Seller or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard to Buyer-owned tooling are set forth in Section 4, 4 “Buyer’s Property”.
Appears in 3 contracts
Samples: Terms of Purchase, Terms of Purchase, Terms of Purchase
Replacement Parts. Replacement (a) Except as provided in subsection (e) Seller shall accept and fill orders for replacement parts or workable substitutions for goods purchased by Buyer hereunder are for Products manufactured under the purpose terms of this Section defined as “Parts” and are included in the definition of “goods” under this Order. For all goods ordered by Xxxxx’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller shall provide Parts: (i) to Buyer’s Measurement and Control Solutions and Industrial Solutions businesses Agreement for a period of not less than seven (7) years from the date of last manufacture of each such Product as to appearance parts, and for a period of not less than ten (10) years from the date of last manufacture as to functional parts.
(b) General replacement parts currently in production shall be available for delivery within a reasonable time, but in any event within a period of forty-five (545) years days after receipt by Seller of any order therefor from Buyer. Replacement parts not currently in production shall be available for delivery within a period of sixty (60) days after receipt by Seller of any order therefor from Buyer.
(c) All replacement parts sold to Buyer for Products for the initial term of the agreement will be invoiced ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(d) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will be packaged individually and marked according to Buyer's packing instructions. Seller is responsible for proper identification of country of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts directly with Seller's suppliers unless Seller owns the tools or equipment which the supplier would utilize for the manufacture of such parts. Seller shall include sufficient information on all purchased parts to enable Buyer to purchase the part from the original supplier, including the original supplier's name, catalog number, and a complete electrical or functional description, if applicable, and available to Seller.
(f) When a particular model that Buyer purchases from Seller is discontinued, or when running changes are made to a current model, certain parts may become obsolete to Seller's production line. For example, this may occur when model changes require alteration of tools, dies, jigs or fixtures with the result that some parts can no longer be produced for replacement purposes.
(i) In such cases, Seller will advice Buyer of those parts used only on Buyer Product and give Buyer an opportunity to purchase a "Lifetime Supply."
(ii) It will be Buyer's responsibility to advise Seller within sixty (60) days of such notice of the number of replacement parts required by Buyer for the future; and Seller will manufacture or acquire the parts and Buyer will purchase the number of parts required for its lifetime stock.
(iii) The balance of obsolete parts not purchased may be disposed of at Seller's discretion and future orders will be on a "per quote - if available" basis.
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all parts which Buyer desires to order. The drawings shall include main assemblies, subassemblies, and detail drawings together with a list of related parts (xxxx of materials). Materials, finishes, dimensions, tolerances, and any other special manufacturing specifications shall be clearly indicated. Seller shall not substitute one part for another without prior Buyer approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare and deliver to Buyer Product Service exploded camera ready art, positives and/or negatives, replacement parts list, including exploded view of the Product and parts prices and two sets of blueprints of Product. This material shall be delivered to Buyer ninety (90) days prior to initial production of the goods ceasesfinished Product. For replacement parts, Seller shall furnish Buyer with a reproducible current replacement parts list as product changes; and
(iii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and evaluation before final acceptance by Buyer and will be warranted as follows:
(i) All functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship, for twelve (12) months from the date of shipment; all non-functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship for ninety (90) days from the date of shipment.
(ii) to Buyer’s Wind Energy business for period of twenty (20) years after production of the goods ceases. Seller shall continue to supply such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for If any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted parts offered by Seller are defective in material or paid by Xxxxx during this two-year periodworkmanship, or do not conform to Seller's warranty, Buyer shall have the option of: (A) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. Thereafter, the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.**
Appears in 1 contract
Replacement Parts. Replacement (a) Except as provided in subsection (e) Seller shall accept and fill orders for replacement parts or workable substitutions for goods purchased by Buyer hereunder are for Products manufactured under the purpose terms of this Section defined as “Parts” and are included in the definition of “goods” under this Order. For all goods ordered by Xxxxx’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller shall provide Parts: (i) to Buyer’s Measurement and Control Solutions and Industrial Solutions businesses Agreement for a period of not less than seven (7) years from the date of last manufacture of each such Product as to appearance parts, and for a period of not less than ten (10) years from the date of last manufacture as to functional parts.
(b) General replacement parts currently in production shall be available for delivery within a reasonable time, but in any event within a period of forty-five (545) years days after receipt by Seller of any order therefor from Buyer. Replacement parts not currently in production shall be available for delivery within a period of sixty (60) days after receipt by Seller of any order therefor from Buyer.
(c) All replacement parts sold to Buyer for Products for the initial term of the agreement will be invoiced ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(d) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will be packaged individually and marked according to Buyer's packing instructions. Seller is responsible for proper identification of country of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts directly with Seller's suppliers unless Seller owns the tools or equipment which the supplier would utilize for the manufacture of such parts. Seller shall include sufficient information on all purchased parts to enable Buyer to purchase the part from the original supplier, including the original supplier's name, catalog number, and a complete electrical or functional description, if applicable, and available to Seller.
(f) When a particular model that Buyer purchases from Seller is discontinued, or when running changes are made to a current model, certain parts may become obsolete to Seller's production line. For example, this may occur when model changes require alteration of tools, dies, jigs or fixtures with the result that some parts can no longer be produced for replacement purposes.
(i) In such cases, Seller will advice Buyer of those parts used only on Buyer Product and give Buyer an opportunity to purchase a "Lifetime Supply."
(ii) It will be Buyer's responsibility to advise Seller within sixty (60) days of such notice of the number of replacement parts required by Buyer for the future; and Seller will manufacture or acquire the parts and Buyer will purchase the number of parts required for its lifetime stock.
(iii) The balance of obsolete parts not purchased may be disposed of at Seller's discretion and future orders will be on a "per quote - if available" basis.
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all parts which Buyer desires to order. The drawings shall include main assemblies, subassemblies, and detail drawings together with a list of related parts (xxxx of materials). Materials, finishes, dimensions, tolerances, and any other special manufacturing specifications shall be clearly indicated. Seller shall not substitute one part for another without prior Buyer approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare and deliver to Buyer Product Service exploded camera ready art, positives and/or negatives, replacement parts list, including exploded view of the Product and parts prices and two sets of blueprints of Product. This material shall be delivered to Buyer ninety (90) days prior to initial production of the goods ceasesfinished Product. For replacement parts, Seller shall furnish Buyer with a reproducible current replacement parts list as product changes; and
(iii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and evaluation before final acceptance by Buyer and will be warranted as follows:
(i) All functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship, for twelve (12) months from the date of shipment; all non-functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship for ninety (90) days from the date of shipment.
(ii) If any parts offered by Seller are defective in material or workmanship, or do not conform to Buyer’s Wind Energy business Seller's warranty, Buyer shall have the option of: (A) Returning all such rejected parts to Seller at Seller's expense for period of twenty (20) years after production full refund in U.S. dollars of the goods ceasespurchase price and all additional charges incurred by Buyer; or (B) Repairing or replacing the defective parts or non- conformity. Seller shall continue to supply In such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted by Seller or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periodsevent, Seller shall continue to maintain in good bear all charges incurred by Buyer including all costs of replacement material and rework labor charges.
(iii) Seller shall be notified promptly of any and all rejects and may examine and evaluate such defects within fifteen (15) working condition days after receipt of notice. All rejects shall be held at Seller's risk and expense, including all Seller-owned tooling required to produce the Partstransportation, and handling costs until returned to or corrected by Seller. Payment for parts shall not dispose constitute acceptance. Acceptance by Buyer shall not relieve Seller of such tooling without first contacting its warranty or any other obligations under this Agreement.
(i) In the event of a fire, flood or other event which prevents Seller from furnishing Buyer and offering required proprietary parts, Seller shall permit Buyer to have manufactured all proprietary parts or assemblies which Buyer requires for as long as the right Seller is not in a position to purchase such tooling from supply them. In the event Seller is sold to or otherwise acquired by another company, Seller shall require the acquiring company to assume all obligations of Seller. Seller’s obligations with regard 's company to supply replacement parts to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.
Appears in 1 contract
Replacement Parts. Replacement (a) Except as provided in subsection (e), ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(b) General replacement parts currently in production shall be available for goods purchased by delivery within a reasonable time, ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(c) All replacement parts sold to Buyer hereunder are for Products for the purpose Initial Term of this Section defined as “Parts” the Agreement will be invoiced ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(d) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** Parts will be packaged individually and marked according to Buyer's packing instructions. Seller is responsible for proper identification of country of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts directly with Seller's suppliers unless Seller owns the tools or equipment which the supplier would utilize for the manufacture of such parts. Seller shall include sufficient information on all purchased parts to enable Buyer to purchase the part from the original supplier, including the original supplier's name, catalog number, and a complete electrical or functional description, if applicable, and available to Seller.
(f) When a particular model that Buyer purchases from Seller is discontinued, or when running changes are included in the definition of “goods” under this Ordermade to a current model, certain parts may become obsolete to Seller's production line. For example, this may occur when model changes require alteration of tools, dies, jigs or fixtures with the result that some parts can no longer be produced for replacement purposes.
(i) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(ii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** (iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all goods ordered by Xxxxx’s Measurement parts which Buyer desires to order. The drawings shall include main assemblies, subassemblies, and Control Solutionsdetail drawings together with a list of related parts (xxxx of materials). Materials, Industrial Solutions finishes, dimensions, tolerances, and any other special manufacturing specifications shall be clearly indicated. Seller shall not substitute one part for another without prior Buyer approval, if such substitute would effect form, fit or Wind Energy businesses and if expressly required on the face function;
(ii) for Buyer's cataloging of this Order by another Affiliate, group, division and/or business unit of Buyernew models, Seller shall provide Parts: prepare and deliver to Buyer Product Service exploded camera ready art, positives and/or negatives, replacement parts list, including exploded view of the Product and parts prices and two sets of blueprints of Product. This material shall be delivered to Buyer ninety (90) days prior to initial production of the finished Product. For replacement parts, Seller shall furnish Buyer with a reproducible current replacement parts list as product changes; and (iii) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(h) All replacement parts delivered are subject to inspection and evaluation before final acceptance by Buyer and will be warranted as follows:
(i) to Buyer’s Measurement All functional parts, components, and Control Solutions assemblies are guaranteed against any defects in design, material, or workmanship; ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** all non-functional parts, components, and Industrial Solutions businesses for a period of five (5) years after production of the goods ceases; and assemblies are guaranteed against any defects in design, material, or workmanship ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(ii) If any parts offered by Seller are defective in material or workmanship, or do not conform to Buyer’s Wind Energy business for period of twenty Seller's warranty, Buyer shall have the option of:
(20A) years after production of the goods ceases. OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(B) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(iii) Seller shall continue to supply be notified promptly of any and all rejects and may examine and evaluate such Parts past defects within fifteen (15) working days after receipt of notice. ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(i) In the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if event of a fire, flood or other event which prevents Seller from furnishing Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted by Seller or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periodsrequired proprietary parts, Seller shall continue permit Buyer to maintain have manufactured all proprietary parts or assemblies which Buyer requires for as long as the Seller is not in good working condition a position to supply them. In the event Seller is sold to or otherwise acquired by another company, Seller shall require the acquiring company to assume all obligations of Seller-owned tooling required 's company to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard supply replacement parts to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.
Appears in 1 contract
Replacement Parts. Replacement (a) Except as provided in subsection (e) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(b) General replacement parts currently in production shall be available for goods purchased by delivery within a reasonable time, ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(c) All replacement parts sold to Buyer hereunder are for Products for the purpose initial term of this Section defined as “Parts” the agreement will be invoiced ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(d) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will be packaged individually and marked according to Buyer's packing instructions. Seller is responsible for proper identification of country of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts directly with Seller's suppliers unless Seller owns the tools or equipment which the supplier would utilize for the manufacture of such parts. Seller shall include sufficient information on all purchased parts to enable Buyer to purchase the part from the original supplier, including the original supplier's name, catalog number, and a complete electrical or functional description, if applicable, and available to Seller.
(f) When a particular model that Buyer purchases from Seller is discontinued, or when running changes are included in the definition of “goods” under this Ordermade to a current model, certain parts may become obsolete to Seller's production line. For example, this may occur when model changes require alteration of tools, dies, jigs or fixtures with the result that some parts can no longer be produced for replacement purposes.
(i) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(ii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(iii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all goods ordered by Xxxxx’s Measurement parts which Buyer desires to order. The drawings shall include main assemblies, subassemblies, and Control Solutionsdetail drawings together with a list of related parts (xxxx of materials). Materials, Industrial Solutions finishes, dimensions, tolerances, and any other special manufacturing specifications shall be clearly indicated. Seller shall not substitute one part for another without prior Buyer approval, if such substitute would effect form, fit or Wind Energy businesses and if expressly required on the face function;
(ii) for Buyer's cataloging of this Order by another Affiliate, group, division and/or business unit of Buyernew models, Seller shall provide Parts: prepare and deliver to Buyer Product Service exploded camera ready art, positives and/or negatives, replacement parts list, including exploded view of the Product and parts prices and two sets of blueprints of Product. This material shall be delivered to Buyer ninety (90) days prior to initial production of the finished Product. For replacement parts, Seller shall furnish Buyer with a reproducible current replacement parts list as product changes; and
(iii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and evaluation before final acceptance by Buyer and will be warranted as follows:
(i) to Buyer’s Measurement All functional parts, components, and Control Solutions assemblies are guaranteed against any defects in design, material, or workmanship, ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST ** all non-functional parts, components, and Industrial Solutions businesses for a period of five (5) years after production of the goods ceases; and assemblies are guaranteed against any defects in design, material, or workmanship ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
(ii) to Buyer’s Wind Energy business for period of twenty (20) years after production of the goods ceases. Seller shall continue to supply such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for If any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted parts offered by Seller are defective in material or paid by Xxxxx during this two-year period. Thereafterworkmanship, or do not conform to Seller's warranty, Buyer shall have the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, and shall not dispose of such tooling without first contacting Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.option of: (A) ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST **
Appears in 1 contract
Replacement Parts. (a) Replacement parts for goods purchased by of Products ("Parts") sold to Buyer hereunder are for the purpose of this Section defined as “or Buyer’s Consumer Service division, GEA Parts” and , LLC, are included in the definition of “goods” Products under this OrderContract. For all goods ordered by Xxxxx’s Measurement and Control SolutionsTo the extent applicable, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyer, Seller Supplier shall provide Parts to GEA Parts: (i) to Buyer’s Measurement and Control Solutions and Industrial Solutions businesses , LLC for a period of five (5) 12 years after production of the goods ceases; and (ii) to Buyer’s Wind Energy business for period of twenty (20) years after production of the goods Products ceases. Seller Supplier shall continue to supply such Parts past the five12-year period for Buyer’s Measurement if collectively Buyer and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders GEA Parts, LLC order at least twenty (20) 100 Parts per year during such five-year or twenty12-year period. If Supplier is unable to supply Parts for a period of 12 years after production for any reason, Supplier shall secure an alternate source of supply for such parts. Supplier shall reimburse Buyer for GEA Parts, LLC, as applicable, for all costs incurred by it associated with maintaining the Parts supply chain or in fulfilling Buyer/GEA Parts LLC customer obligations, including but not limited to, customer concession costs, engineering costs, supplier qualification costs, inventory carrying costs (for Life Time Buyer quantities), etc., due to supplier’s failure to supply Parts or securing an alternate source for Parts supplier is unable to supply. The prices for any Parts purchased by GEA Parts, LLC in the first two (2) years of the five-year or twenty12-year period shall not exceed be at those prices in effect at the time production of the goods Product ceases, and no set-up charges shall be permitted by Seller or paid by Xxxxx during this two-two year period. Thereafter, the prices for Parts shall be negotiated based on SellerSupplier’s actual cost of production of such Parts plus any special packaging costspackaging. No minimum order requirements shall apply unless be allowed during production and in the parties first two years post-production. Thereafter, any minimum order quantities must be mutually agree agreed to in advance. After the end of the above-referenced five-year and twenty-year periods, Seller shall continue to maintain in good working condition all Seller-owned tooling required to produce the Parts, writing and shall not dispose exceed more than 25% of such the estimated annual usage of the Part in question. The provisions of this Section 24 shall survive any termination or expiration of this Contract.
(b) All Parts shall be ready for delivery within the agreed upon lead times established after a release from Buyer or GEA Parts, LLC. Supplier shall ship only that quantity of Parts ordered byBuyer or GEA Parts, LLC and only for delivery on the delivery date specified in the MAS or Release; any excess or early Parts may be returned to Supplier or warehoused by Buyer or GEA Parts, LLC at Supplier’s expense. Supplier shall pay to Buyer or GEA Parts, LLC, as applicable, an administrative fee equal to 5% of the invoice price of each Parts MAS or Release issued by GEA Parts, LLC, as well as premium transportation charges, customer concessions and other costs and expenses incurred by Buyer or GEA Parts, LLC, for Parts delivered to Buyer or GEA Parts, LLC in excess of the quantity ordered or outside the period of seven days before ("Early") or seven days after ("Late") the delivery date specified in the MAS or Release. In addition, pay terms shall commence on the delivery date specified in the MAS or Release for Parts delivered Early and on the date of actual receipt for Parts delivered Late. Buyer may exercise its right of setoff hereunder for any transportation or warehouse expenses or administrative fees allowed pursuant to this Section.
(c) Supplier shall complete an Advance Shipping Notice ("ASN") in SupplierNet for every Parts shipment prior to physical shipment. Supplier shall print out the ASN report and put one readable, scan-able copy on any side of each pallet of Parts in the shipment. In the case of a loose-box of Parts, Supplier shall tape one copy to the box. If a container load of Parts is sent un-palletized, Supplier shall place in an envelope and tape to a box at the back of the container a number of copies of the ASN equivalent to the number of pallets the boxes represent, for the freight forwarder to use while palletizing the container load. Printed ASNs must be legible and not faded so that the barcodes are scan-able. Shipments without ASNs will not be received at the warehouse until an ASN is created by the Supplier and sent directly to the warehouse. Buyer or GEA Parts LLC, as applicable, may assess a fee of 5% of the invoice price of any shipment of Parts without an accompanying ASN and Supplier shall be responsible for any fees incurred by Buyer and/or GEA Parts LLC to store the Parts until an ASN is provided.
(d) Supplier shall notify Buyer and/or GEA Parts, LLC and receive written approval at least 120 days before scrapping any tooling without first contacting used to make Parts. Parts packaged by Supplier for Buyer and offering Buyer the right to purchase such tooling from Seller. Seller’s obligations with regard to Buyer-owned tooling are set forth in Section 4GEA Parts, “Buyer’s Property”LLC shall pass all International Safe Transit Association ship test requirements.
Appears in 1 contract
Samples: Conditions of Purchase
Replacement Parts. Replacement parts for goods purchased by Buyer hereunder are for the purpose of this Section defined (a) Except as “Parts” and are included provided in the definition of “goods” under this Order. For all goods ordered by Xxxxx’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyersubsection (e), Seller shall provide Parts: (i) to Buyer’s Measurement accept and Control Solutions and Industrial Solutions businesses fill orders for replacement parts or workable substitutions for Products manufactured under the terms of this Agreement for a period of not less than seven (7) years from the date of last manufacture of each such Product as to appearance parts, and for a period of not less than ten (10) years from the date of last manufacture as to functional parts.
(b) General replacement parts currently in production shall be available for delivery within a reasonable time, but in any event within a period of forty-five (545) years days after receipt by Seller of any order therefor from Buyer. Replacement parts not currently in production shall be available for delivery within a period of sixty (60) days after receipt by Seller of any order therefor from Buyer.
(c) All replacement parts sold to Buyer for Products for the Initial Term of the Agreement will be invoiced ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(d) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will be packaged individually and marked according to Buyer's packing instructions. Seller is responsible for proper identification of country of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts directly with Seller's suppliers unless Seller owns the tools or equipment which the supplier would utilize for the manufacture of such parts. Seller shall include sufficient information on all purchased parts to enable Buyer to purchase the part from the original supplier, including the original supplier's name, catalog number, and a complete electrical or functional description, if applicable, and available to Seller.
(f) When a particular model that Buyer purchases from Seller is discontinued, or when running changes are made to a current model, certain parts may become obsolete to Seller's production line. For example, this may occur when model changes require alteration of tools, dies, jigs or fixtures with the result that some parts can no longer be produced for replacement purposes.
(i) In such cases, Seller will advise Buyer of those parts used only on Buyer Product and give Buyer an opportunity to purchase a "Lifetime Supply."
(ii) It will be Buyer's responsibility to advise Seller within sixty (60) days of such notice of the number of replacement parts required by Buyer for the future; and Seller will manufacture or acquire the parts and Buyer will purchase the number of parts required for its lifetime stock.
(iii) The balance of obsolete parts not purchased may be disposed of at Seller's discretion and future orders will be on a "per quote - if available" basis.
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all parts which Buyer desires to order. The drawings shall include main assemblies, subassemblies, and detail drawings together with a list of related parts (xxxx of materials). Materials, finishes, dimensions, tolerances, and any other special manufacturing specifications shall be clearly indicated. Seller shall not substitute one part for another without prior Buyer approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare and deliver to Buyer Product Service exploded camera ready art, positives and/or negatives, replacement parts list, including exploded view of the Product and parts prices and two sets of blueprints of Product. This material shall be delivered to Buyer ninety (90) days prior to initial production of the goods ceasesfinished Product. For replacement parts, Seller shall furnish Buyer with a reproducible current replacement parts list as product changes; and
(iii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and evaluation before final acceptance by Buyer and will be warranted as follows:
(i) All functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship for twelve (12) months from the date of shipment; all non-functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship for ninety (90) days from the date of shipment.
(ii) If any parts offered by Seller are defective in material or workmanship, or do not conform to Buyer’s Wind Energy business Seller's warranty, Buyer shall have the option of:
(A) Returning all such rejected parts to Seller at Seller's expense for period of twenty (20) years after production full refund in U.S. dollars of the goods ceasespurchase price and all additional charges incurred by Buyer; or
(B) Repairing or replacing the defective parts or non- conformity. Seller shall continue to supply In such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted by Seller or paid by Xxxxx during this two-year period. Thereafter, the prices for Parts shall be negotiated based on Seller’s actual cost of production of such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periodsevent, Seller shall continue to maintain in good bear all charges incurred by Buyer including all costs of replacement material and rework labor charges.
(iii) Seller shall be notified promptly of any and all rejects and may examine and evaluate such defects within fifteen (15) working condition days after receipt of notice. All rejects shall be held at Seller's risk and expense, including all Seller-owned tooling required to produce the Partstransportation, and handling costs until returned to or corrected by Seller. Payment for parts shall not dispose constitute acceptance. Acceptance by Buyer shall not relieve Seller of such tooling without first contacting its warranty or any other obligations under this Agreement.
(i) In the event of a fire, flood or other event which prevents Seller from furnishing Buyer and offering required proprietary parts, Seller shall permit Buyer to have manufactured all proprietary parts or assemblies which Buyer requires for as long as the right Seller is not in a position to purchase such tooling from supply them. In the event Seller is sold to or otherwise acquired by another company, Seller shall require the acquiring company to assume all obligations of Seller. Seller’s obligations with regard 's company to supply replacement parts to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.
Appears in 1 contract
Replacement Parts. Replacement parts for goods purchased by Buyer hereunder are for the purpose of this Section defined (a) Except as “Parts” and are included provided in the definition of “goods” under this Order. For all goods ordered by Xxxxx’s Measurement and Control Solutions, Industrial Solutions or Wind Energy businesses and if expressly required on the face of this Order by another Affiliate, group, division and/or business unit of Buyersubsection (e), Seller shall provide Parts: (i) to Buyer’s Measurement accept and Control Solutions and Industrial Solutions businesses fill orders for replacement parts or workable substitutions for Products manufactured under the terms of this Agreement for a period of not less than seven (7) years from the date of last manufacture of each such Product as to appearance parts, and for a period of not less than ten (10) years from the date of last manufacture as to functional parts.
(b) General replacement parts currently in production shall be available for delivery within a reasonable time, but in any event within a period of forty-five (545) years days after receipt by Seller of any order therefor from Buyer. Replacement parts not currently in production shall be available for delivery within a period of sixty (60) days after receipt by Seller of any order therefor from Buyer.
(c) All replacement parts sold to Buyer for Products for the Initial Term of the Agreement will be invoiced ** OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(d) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. ** Parts will be packaged individually and marked according to Buyer's packing instructions. Seller is responsible for proper identification of country of origin in accordance with U.S. customs regulations.
(e) Buyer may, at its discretion, place orders for replacement parts directly with Seller's suppliers unless Seller owns the tools or equipment which the supplier would utilize for the manufacture of such parts. Seller shall include sufficient information on all purchased parts to enable Buyer to purchase the part from the original supplier, including the original supplier's name, catalog number, and a complete electrical or functional description, if applicable, and available to Seller.
(f) When a particular model that Buyer purchases from Seller is discontinued, or when running changes are made to a current model, certain parts may become obsolete to Seller's production line. For example, this may occur when model changes require alteration of tools, dies, jigs or fixtures with the result that some parts can no longer be produced for replacement purposes.
(i) In such cases, Seller will advise Buyer of those parts used only on Buyer Product and give Buyer an opportunity to purchase a "Lifetime Supply."
(ii) It will be Buyer's responsibility to advise Seller within sixty (60) days of such notice of the number of replacement parts required by Buyer for the future; and Seller will manufacture or acquire the parts and Buyer will purchase the number of parts required for its lifetime stock.
(iii) The balance of obsolete parts not purchased may be disposed of at Seller's discretion and future orders will be on a "per quote - if available" basis.
(g) Seller shall provide Buyer with:
(i) part drawings sufficient for inspection purposes for all parts which Buyer desires to order. The drawings shall include main assemblies, subassemblies, and detail drawings together with a list of related parts (xxxx of materials). Materials, finishes, dimensions, tolerances, and any other special manufacturing specifications shall be clearly indicated. Seller shall not substitute one part for another without prior Buyer approval, if such substitute would effect form, fit or function;
(ii) for Buyer's cataloging of new models, Seller shall prepare and deliver to Buyer Product Service exploded camera ready art, positives and/or negatives, replacement parts list, including exploded view of the Product and parts prices and two sets of blueprints of Product. This material shall be delivered to Buyer ninety (90) days prior to initial production of the goods ceasesfinished Product. For replacement parts, Seller shall furnish Buyer with a reproducible current replacement parts list as product changes; and
(iii) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. **
(h) All replacement parts delivered are subject to inspection and evaluation before final acceptance by Buyer and will be warranted as follows:
(i) All functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship for twelve (12) months from the date of shipment; all non-functional parts, components, and assemblies are guaranteed against any defects in design, material, or workmanship for ninety (90) days from the date of shipment.
(ii) to Buyer’s Wind Energy business for period of twenty (20) years after production of the goods ceases. Seller shall continue to supply such Parts past the five-year period for Buyer’s Measurement and Control Solutions and Industrial Solutions businesses and the twenty-year period for Buyer’s Wind Energy business if Buyer orders at least twenty (20) Parts per year during such five-year or twenty-year period, as applicable. The prices for If any Parts purchased in the first two (2) years of the five-year or twenty-year period shall not exceed those prices in effect at the time production of the goods ceases, and no set-up charges shall be permitted parts offered by Seller are defective in material or paid by Xxxxx during this two-year periodworkmanship, or do not conform to Seller's warranty, Buyer shall have the option of:
(A) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST. Thereafter, **
(B) Repairing or replacing the prices for Parts shall be negotiated based on Seller’s actual cost of production of defective parts or non- conformity. In such Parts plus any special packaging costs. No minimum order requirements shall apply unless the parties mutually agree in advance. After the end of the above-referenced five-year and twenty-year periodsevent, Seller shall continue to maintain in good bear all charges incurred by Buyer including all costs of replacement material and rework labor charges.
(iii) Seller shall be notified promptly of any and all rejects and may examine and evaluate such defects within fifteen (15) working condition days after receipt of notice. All rejects shall be held at Seller's risk and expense, including all Seller-owned tooling required to produce the Partstransportation, and handling costs until returned to or corrected by Seller. Payment for parts shall not dispose constitute acceptance. Acceptance by Buyer shall not relieve Seller of such tooling without first contacting its warranty or any other obligations under this Agreement.
(i) In the event of a fire, flood or other event which prevents Seller from furnishing Buyer and offering required proprietary parts, Seller shall permit Buyer to have manufactured all proprietary parts or assemblies which Buyer requires for as long as the right Seller is not in a position to purchase such tooling from supply them. In the event Seller is sold to or otherwise acquired by another company, Seller shall require the acquiring company to assume all obligations of Seller. Seller’s obligations with regard 's company to supply replacement parts to Buyer-owned tooling are set forth in Section 4, “Buyer’s Property”.
Appears in 1 contract
