Tooling and Equipment. All the tooling and equipment used to manufacture the Goods that the Buyer has paid for separately, or that the Buyer has provided the Seller with are, and shall remain, the Buyer´s sole property. The Seller shall label these items so that it is evident that they belong to the Buyer and keep a record of all tooling and equipment in its possession.
Tooling and Equipment. Design, tools, jigs, dies, fixtures, templates, patterns, drawings, and other information and things paid for or furnished by or on behalf of Stryker (the “Tools”) shall be Stryker’s property and Supplier shall not encumber or dispose of them in any way. Supplier shall maintain such Tools in proper working condition. The Tools shall be used exclusively for Supplier’s performance of its obligations hereunder. In addition to the foregoing terms and conditions, the Tools and Supplier’s use thereof shall be subject to the terms and conditions set forth in Stryker’s Equipment Placement Terms (available upon request).
Tooling and Equipment. 12.1 Unless specifically agreed to the contrary in any Order all tools and equipment acquired or developed pursuant to this Contract shall be the property of Supplier.
12.2 Where Purchaser supplies patterns, dies, tools, drawings or any equipment or materials (“Purchaser Property”), Supplier shall be entitled to assume that the same are in good condition, true to drawing and entirely suitable to Supplier’s methods of production, and for the production of the Goods or supply of the Services in the quantities required.
12.3 In respect of Purchaser’s Property: (a) all replacements, alterations, maintenance and repairs to Purchaser Property shall be paid for by Purchaser; (b) Purchaser shall pay all carriage costs on Purchaser Property; and (c) Supplier will take all reasonable care to maintain such Purchaser Property in good working order, normal wear and tear excepted, while in Supplier’s possession but does not accept liability for loss or damage thereto, however arising, except where neglect on the part of Supplier was the direct cause of loss or damage. In those circumstances, Supplier’s liability shall be limited to the actual cost of replacement or repair to the exclusion of all other expenses, indirect losses, loss of profits and other liabilities and losses however arising.
Tooling and Equipment. Design, tools, jigs, dies, fixtures, templates, patterns, drawings, and other information and things (herein collectively, the “Tools”) paid for or furnished by Stryker shall be Stryker’s property and Supplier shall not encumber or dispose of them in any way. Supplier shall maintain such Tools in proper working condition. The Tools shall be used exclusively for Supplier’s performance of its obligations hereunder. To the extent any equipment owned by Stryker is placed at Supplier’s facility to be used in connection with Supplier’s performance of its obligations hereunder, in addition to the foregoing terms and conditions, such equipment and Supplier’s use thereof shall be subject to the terms and conditions set forth in Stryker’s Equipment Placement Terms (available upon request).
Tooling and Equipment. Simultaneously with the execution of this Agreement, Sensata shall pay to EMS by wire transfer of immediately available funds to an account designated by EMS $1,875,000, which amount represents payment in full of the tooling and equipment of EMS’ ECS Division as detailed on Schedule 1(b) hereto (EMS shall deliver title to such tooling and equipment to Sensata as of the date hereof, free and clear of all liens, claims and encumbrances of any type). During the term of this Agreement, Sensata may physically remove any of the tooling or equipment listed on Schedule 1(b) from the ECS Division facility with the prior written consent of EMS (not to be unreasonably withheld), and EMS may remove any tooling or equipment not listed on Schedule 1(b) from the ECS Division facility with the prior written consent of Sensata (not to be unreasonably withheld). EMS shall have no liability for further production of ECS Products that may require use of any tooling or equipment removed by Sensata. In either case, the removing party shall bear all costs associated with removing any such tooling or equipment, including costs associated with restoring or repairing the building to its condition prior to such removal as a result of the removal of such tooling or equipment. At least two (2) weeks prior to the termination of this Agreement (or as soon as practicable following an immediate termination of this Agreement), Sensata shall notify EMS in writing of each specific item of tooling or equipment listed on Schedule 1(b) that it intends to physically remove from the ECS Division facility. In the event that Sensata intends to remove any such identified tooling and equipment, it will do so at its sole cost and expense, no later than thirty (30) days after the termination of this Agreement, and EMS shall grant Sensata reasonable access to the ECS Division facility to remove such tooling and equipment. With respect to (i) any tooling and equipment listed on Schedule 1(b) that Sensata notifies EMS that it does not intend to retain and remove pursuant to its notice two (2) weeks prior to termination (or as soon as practicable following an immediate termination of this Agreement); or (ii) with respect to any tooling and equipment left at EMS’ facility thirty (30) days after the termination of this Agreement, Sensata shall transfer title to such abandoned items to EMS free and clear of any liens created by Sensata, and EMS shall dispose of such tooling and equipment at its cost and expen...
Tooling and Equipment. Except for the Tooling and Equipment identified in Attachment B as “Client-Owned” (such Tooling and Equipment, the “Client-Owned Tooling and Equipment”), which shall at all times remain owned by Client, any and all Tooling and Equipment shall be and remain Catalent’s property and all right, title and interest in and to the Tooling and Equipment shall remain at all times with Catalent. Excluding the Client-Owned Tooling and Equipment which shall be held by Catalent at Client’s risk and shall be fully insured by Client, all other Tooling and Equipment shall be held at Catalent’s risk and shall be kept insured by Catalent. Catalent agrees to keep the Tooling and Equipment and the Client-Owned Tooling and Equipment in good and efficient working order at all times, for use in manufacturing the Products. Catalent shall be responsible, at Catalent’s expense, for routine maintenance and repair of the Tooling and Equipment; provided, however, that Client shall be responsible for reimbursing Catalent, upon invoice, for [**] all maintenance and repair of the Client-Owned Tooling and Equipment. During the Term, Catalent shall use the Client-Owned Tooling and Equipment only to Process Client’s Product, and shall not use the Client-Owned Tooling and Equipment for any other purpose without Client consent, such consent not to be unreasonably withheld, conditioned or delayed. In no event may any Client-Owned Tooling and Equipment be used for any party other than Client without Client consent, such consent not to be unreasonably withheld, conditioned or delayed.
Tooling and Equipment. 7.1 Supplier owns all Tooling used with regard to Current Products located at a Supplier facility as of the Effective Date. With regards to Current Products, Supplier shall inspect and maintain all patterns, dies, tooling, gauging and facilities necessary for the manufacture of the Current Products, irrespective of whether such tooling is owned by Cummins or Supplier and whether such tooling is standard or unique to the manufacture the Current Products. Supplier shall keep all such tooling, gauging and facilities in good working order and condition, fully covered by insurance (replacement value and cost) and free from liens and other encumbrances. Supplier shall provide Cummins with detailed descriptions of the tooling and related information to provide assurance that Supplier is utilizing tooling at world-class market levels.
7.2 Tooling for each program associated with each New Product shall be amortized across first- and second-year production volumes. If these volumes are not met by the end of the second year of production, Cummins shall credit Supplier for the remaining Tooling costs. Supplier shall adjust pricing to the pre-amortization levels as soon as amortization volumes are met. Supplier may accept upfront payments for Tooling.
7.3 Supplier shall fund, inspect, maintain, and repair all patterns, dies, tooling, and gauging associated with the manufacturing of the Products in accordance with industry standards; provided, however, that Cummins shall pay for any costs associated with replacing such items at their end of life used solely for First-Fit Products or Service Products. Supplier shall notify Cummins within a commercially reasonable time of such items that may require replacement. For the avoidance of doubt, Cummins shall not pay any costs associated with replacing any tooling used for aftermarket or mixed use purposes by Supplier.
7.4 If applicable, Supplier shall affix a “Cummins Fixed Asset” tag to all Cummins-owned tooling and such tooling shall not be commingled with the property of Supplier or any third Person and shall not be moved from Supplier’s premises without Cummins’ prior written approval. Supplier shall maintain a list of the Cummins-owned tooling and shall provide such list to Cummins on an annual basis, and more frequently as reasonably requested by Cummins. To the extent permitted by law, Supplier waives any and all rights to object to the repossession and turnover of the Cummins-owned tooling to Cummins in the event Suppl...
Tooling and Equipment. 4.1. A list of tooling and equipment (including fixtures) needed to manufacture the MFR’s Product is listed in Addendum A. The list distinguishes between items being consigned to CM by MFR free of charge, and items to be developed by CM per quotation and Purchase Order. All tooling and equipment developed for the manufacture and testing of MFR’s Products shall be the sole and exclusive [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. property of MFR. Addendum A may be modified by mutual consent of CM and MFR to add or remove items as necessary.
4.2. Any costs associated with Product design changes requiring modifications to any of the items listed in Addendum A shall be agreed to in writing and paid by MFR.
4.3. Tooling and equipment to be developed by CM shall be quoted with the following minimum payment terms:
a) Up front deposit of 50% of tooling and development cost plus 100% of equipment and fixture cost
b) 2nd progress payment of 30% of tooling and development cost
c) Balance payment of remaining 20% of tooling and development cost
4.4. Maintenance and Calibration
Tooling and Equipment. All tooling and equipment used by the Supplier to manufacture the Products shall be the property of the Supplier, unless any such tooling and equipment is specifically provided by the Purchaser or purchased by the Purchaser from the Supplier over and above the Purchase Price for the Products. The agreement of the parties concerning any tooling and equipment so provided or purchased by the Purchaser shall be set forth in a separate document that is agreeable to both parties.
Tooling and Equipment. Design, tools, jigs, dies, fixtures, templates, patterns, drawings, and other information and things (herein collectively, the “Tools”) paid for or furnished by Harmonic Bionics shall be Harmonic Bionics’s property and Supplier shall not encumber or dispose of them in any way. Supplier shall maintain such Tools in proper working condition. The Tools shall be used exclusively for Supplier’s performance of its obligations hereunder. To the extent any equipment owned by Harmonic Bionics is placed at Supplier’s facility to be used in connection with Supplier’s performance of its obligations hereunder, in addition to the foregoing terms and conditions, such equipment and Supplier’s use thereof shall be subject to the terms and conditions set forth in Harmonic Bionics’s Equipment Placement Terms (available upon request).
