Tooling Orders. (a) Manufacturer may not charge Mirion for the cost of manufacturing or procuring any Tooling or other materials used in the production and sale of the Devices unless Mirion agrees in writing to reimburse Manufacturer for Manufacturer'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 (a) Mirion has successfully completed all testing of such Tooling or materials required by Mirion, which will be conducted at Manufacturer's sole cost and expense, (b) Mirion has successfully conducted a tooling audit in accordance with its customer's requirements, and (c) Manufacturer has provided to Mirion detailed invoices documenting the actual costs incurred by Manufacturer for such Tooling or materials, including copies of any invoice issued to Manufacturer by any third party with respect thereto, and other any other information reasonably requested by Mirion with respect to such Tooling or materials (which may include CAD models and drawings). Mirion shall pay Manufacturer 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 Mirion will become Bailed Property (and title thereto will vest in Mirion) immediately upon completion of all testing required by Mirion (provided that Mirion 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 Mirion to Manufacturer therefor. Any payments made by Mirion for Bailed Property are expressly intended by Mirion to be held in trust for the benefit of any subcontractors or suppliers used by Manufacturer to fabricate the Bailed Property that relates to such payments, and Manufacturer agrees to hold such payments as trustee in express trust for such subcontractors or suppliers until Manufacturer has paid the subcontractors or suppliers in full for the Bailed Property. Mirion will not pay for any Tooling necessary for the production of sample products unless otherwise provided 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.
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.
