Tooling Orders Sample Clauses

Tooling Orders. (a) Seller may not charge Buyer for the cost of manufacturing or procuring any tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used by Seller in connection with its manufacture and sale of the Products, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances (collective “Tooling”) or other materials used in the production and sale of the Products unless Buyer agrees in writing to reimburse Seller for its actual reasonable costs of manufacturing or procuring such Tooling or other materials (a “Reimbursement Authorization”). Payment for such Tooling or materials will be due only after (a) Buyer has successfully completed all testing of such Tooling or materials required by Buyer, which will be conducted at Seller’s sole cost and expense, (b) Buyer has successfully conducted a tooling audit in accordance with its customer’s requirements, and (c) Seller has provided to Buyer detailed invoices documenting the actual costs incurred by Seller for such Tooling or materials, including copies of any invoice issued to Seller by any third party, and other any other information reasonably requested by Buyer with respect to such Tooling or materials (which may include CAD models and drawings). Buyer shall pay Seller only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement Authorization. (b) Such Tooling or other materials that are subject to a Reimbursement Authorization provided by Buyer will become Bailed Property (and title will vest in Buyer) immediately upon completion of all testing required by Buyer (provided that Buyer will not be relieved of its obligation to pay for such Tooling or materials in accordance with the terms of this Agreement) or, if earlier, any payment by Buyer to Seller. Any payments made by Buyer for Bailed Property are intended by Buyer to be held in trust for the benefit of any subcontractors or suppliers used by Seller to fabricate the Bailed Property that relate to such payments; and Seller agrees to hold such payments as trustee in express trust for such subcontractors or suppliers until Seller has paid the subcontractors or suppliers in full for the Bailed Property. Buyer will not pay for any Tooling necessary to produce sample products unless otherwise provided in the applicable Reim...

Tooling Orders. (a) ACRO may not charge HI-POWER for the cost of manufacturing or procuring any Tooling or other materials used in the production and sale of the Automated Systems unless HI-POWER agrees in writing to reimburse ACRO for ACRO's actual reasonable costs of manufacturing or procuring such Tooling or other materials (a "Reimbursement Authorization"). Payment for such Tooling or materials will be due only after: (i) HI-POWER has successfully completed all testing of such Tooling or materials required by HI-POWER, which will be conducted at ACRO's sole cost and expense; (ii) HI-POWER has successfully conducted a tooling audit in accordance with its customer's requirements; and (iii) ACRO has provided to HI-POWER detailed invoices documenting the actual costs incurred by ACRO for such Tooling or materials, including copies of any invoice issued to ACRO by any third party with respect thereto, and other any other information reasonably requested by HI-POWER with respect to such Tooling or materials (which may include CAD models and drawings). HI-POWER shall pay ACRO only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement Authorization.

Tooling Orders. If a Contract is for the provision of Tooling, Buyer will have access to Supplier’s premises and the premises of Supplier’s toolmaker, prior and subsequent to payment, to inspect work performed and to verify charges submitted by Supplier. Supplier acknowledges that it is a bailee-at-will through Buyer for any Tooling that will be resold to Buyer’s customers. The Contract price for the Tooling will be adjusted to credit Buyer with any amount by which the Contract price exceeds Supplier’s actual costs as verified. Supplier will retain all Tooling cost records for at least two years after receiving final payment for the Tooling, and make them available to Buyer upon request. Unless otherwise specified in the Contract, Buyer will pay for Tooling when Buyer and (if applicable) Buyer’s customers have approved the Tooling pursuant to their PPAP and other quality control procedures.