Tooling. Unless otherwise specified in this Agreement, all tooling and/or all other articles required for the performance hereof shall be furnished by Seller, maintained in good condition and replaced when necessary at Seller's expense. If NETAPP agrees to pay Seller for special tooling or other items either separately or as a stated part of the unit price of Goods purchased herein, title to same shall be and remain in NETAPP upon payment therefore.
Tooling. Any equipment (including all jigs, dies and tools) which Seller constructs or requires for use in the production of materials for Buyer shall be and remain Seller’s property and in Seller’s possession and control, and any charges therefor shall be for the use of such equipment. Seller will use commercially reasonable efforts to handle and store carefully while in its possession any materials or equipment owned or furnished by Buyer, but Seller shall not be liable for damage or loss thereof. When for three
Tooling. Inventory that consists of tooling or replacement parts;
Tooling. (a) Buyer shall purchase from Seller or an Affiliate of Seller, Tooling, (as defined herein), for use in Seller’s Production Facility solely for the manufacture of the Components hereunder. For the purposes of this Agreement, the term “Tooling” shall mean all of the molds, including the associated plugs and fixtures, and any other tools or capital equipment listed under First Mold and Second Mold in Appendix Id. Within […***…] of the Effective Date of this Agreement, Buyer agrees to deliver […***…] firm purchase orders for the purchase of the Tooling at the prices set forth in Appendix lb. At any time on or after title transfers to Buyer or complete payment by Buyer to Seller of any piece of Tooling, Seller shall, upon request from Buyer, execute and deliver to Buyer such bills of sale, instruments of conveyance, certificates or other documentation and take such other actions as Buyer may reasonably request in order to confirm and complete transfer ownership of such Tooling from Seller to Buyer. In addition, Buyer may provide to Seller tooling, tools or capital equipment determined by Buyer and Seller to be suitable for use in the Production Facility and Storage Yard (“Buyer Provided Tooling”). The terms and conditions relating to use of any Buyer Provided Tooling shall be made by means of an amendment to this Agreement. Except for repairs or replacements as set forth below, Buyer shall have no further obligation to purchase or provide Tooling for the manufacture of the Components. Seller represents and warrants that the Tooling is capable of producing Components that meet Buyer’s quality, technical, volume and qualification requirements for Components.
(b) Buyer shall pay all shipping, transport costs, duties, value added taxes and any other applicable taxes with respect to relocating Tooling and installing it at the Production Facility. Seller shall ensure that, while in its possession, it shall not cause or allow the Tooling to be subject to any claims, liens or encumbrances except to the extent that any claim alleges that the design of the Tooling to the extent that the design is provided by Buyer to Seller, infringes the rights of a third party, as that portion of any claim shall not be Seller’s responsibility under this Section 5. Upon any of the Tooling reaching the end of its useful life, and where such Tooling is still necessary for the ongoing manufacture of Components pursuant to this Agreement, Buyer shall repair or replace such Tooling at its ...
Tooling. 18.1 Supplier shall maintain the Tooling in good condition so that the manufacture of the Products is not interrupted.
18.2 Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent.
18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property.
18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template.
18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of:
a) Abandonment of the Tooling or improper conservation thereof by Supplier;
b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier;
c) Suspension or termination of this Agreement for any reason, or of the supply of Products;
d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI;
e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.
Tooling. Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
Tooling. Seller shall retain title to and possession of any models, patterns, dies, molds, jigs, fixtures, tools, and test equipment made for or obtained for the performance of the Order.
Tooling. For up to ninety (90) days after the Term, upon Tesla’s request, Supplier agrees to itemize and/or sell to Tesla any tooling that is built or procured by Supplier that is unique to the Items and relevant to the manufacture, testing or maintenance of Items. The purchase price of such tooling shall be at the book value. If Tesla provides notice of its election to purchase such tooling, upon Tesla’s payment, title shall transfer to Tesla. If at any time Supplier receives tooling furnished by or purchased from or by Tesla, Supplier shall comply with the terms of Attachment 7 entitled “Tesla Tooling and Property Requirements.”
Tooling. In the event special tooling such as moulds, dies, forms, jigs, mandrels, fixtures and other special equipment is required to manufacture any Goods, the parties shall enter into a separate agreement for such tooling. Unless otherwise agreed in writing, all such tooling shall remain the property of Xxxxxxxx and Xxxxxxxx’x responsibility related to such tooling is limited to proper design, handling in manufacture and storage.
Tooling. All tooling, including dies, molds, patterns, jigs and fixtures, unless otherwise specifically stated, shall be the exclusive property of Buyer and subject to removal for its convenience.
