Common use of Tooling Clause in Contracts

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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended use.

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. Id. 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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the (lie Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful lifelife (which for molds, excluding any associated plugs, is 333 Component sets), otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended use.

Tooling. (a) Buyer shall purchase from Seller or an Affiliate of Seller, Tooling, (Except 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 otherwise expressly agreed by Buyer to Seller of any piece of ToolingXxxxxxx, Seller shall, upon request from Buyerat Seller’s own expense, execute furnish, maintain and deliver to Buyer such bills replace (when necessary) all tools, jigs, dies, gauges, fixtures, molds, patterns and equipment (hereinafter "Tools" or “tools”) necessary for the production of sale, instruments goods or the performance 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 services to be suitable for use in the Production Facility supplied to Veoneer hereunder. Seller shall insure such Tools with full fire 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 extended coverage for the manufacture of the Componentsreplacement value thereof. Seller represents and warrants that the Tooling is capable of producing Components that meet Buyer’s qualityTools include all related warranties, technicalspecifications, volume and qualification requirements for Componentsdesigns, manuals, instructions, drawings, etc. (b) Buyer All Tools furnished or paid for by Veoneer, directly or indirectly, to enable Seller to perform this Contract shall pay all shippingbe and remain the property of Veoneer or its designee. This provision also applies to indirect financing or payment through amortizing tooling costs. Nevertheless, transport costs, duties, value added taxes Seller shall bear the risk of loss of and/or damage to such Tools in Seller's possession or under Seller's control that are Xxxxxxx's property and any other applicable taxes with respect shall execute and deliver to relocating Tooling and installing it at the Production FacilityVeoneer such documentation (including financing statements on Forms UCC-1) as Veoneer may require evidencing Veoneer's ownership of such Tools. Seller shall ensure that, while assume the responsibility and costs for properly filing such financing statements. Veoneer shall have the right to enter onto Seller's premises at all reasonable times to inspect Tools covered by this Sub Article and audit Seller's records with respect thereto. Seller shall remain liable for any deficiencies uncovered 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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyeraudit. (c) Without the prior written consent of Buyer, Such Tools shall at all times be properly housed and maintained by Seller to reflect normal operational capabilities; shall not: (i) substitute any Tooling to not be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling by Seller for any purpose other than the performance of this Contract or other contracts with Veoneer; shall be deemed to manufacture Components for Buyer. (d) constitute personal property and shall be dealt with by Seller as such; shall be conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, marked as the Veoneer's property or marked using Veoneer customers asset identified tags by Seller in such manner as Veoneer's Authorized Representative shall approve; shall not be commingled with property of Buyer Seller or with that of third parties; and shall safely store the Tooling separate and apart not be moved from Seller’s property at Buyer’s expense. (e) Seller shall keep 's premises without the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expenseprior written approval of Xxxxxxx's Authorized Representative. Upon the request of Veoneer, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling such Tools shall be immediately released to Veoneer or delivered by Seller to Veoneer or in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent accordance with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: Veoneer's instructions either (i) held at F.O.B. (Incoterms 2000 if shipped internationally or UCC § 2-319 if shipped in the United States) Seller’s risk 's plant on board the vehicle or other transport equipment of such carrier as Veoneer has selected, properly packed and marked in accordance with the requirements of such carrier, or (ii) kept insured to any location designated by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written requestVeoneer, in which event Veoneer shall reimburse Seller shall prepare for the Tooling for shipment and shall redeliver reasonable cost of delivering such Tooling Tools to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Toolingsuch location. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended use.

Tooling. (a) A. All tooling, jigs, fixtures and associated manufacturing equipment necessary for the successful production and testing of the Products for which Buyer pays Seller in full will remain the exclusive property of Buyer, and Seller assumes all liability for any loss, damage and/or for Seller’s failure to return such property, including equipment, to Buyer upon request. Seller shall promptly notify Buyer of any such loss, damage or shortage. Such tooling items must be identified and labeled as “Owned By International”. Furthermore, all tooling as described above owned by Buyer shall purchase from Seller or an Affiliate of Seller, Tooling, (as defined herein), for use in Seller’s Production Facility solely be used exclusively for the manufacture of Products for Buyer. Seller will perform normal maintenance, at Seller’s expense, for the Components hereunder. For the purposes duration of this Agreement. Buyer is responsible for repair and replacement beyond normal maintenance on tools, jigs and fixtures (secondaries) X. Xxxxxxx developed for the term “Tooling” shall mean all production of the moldsProducts will conform to Buyer’s product development guidelines. It is expected that Seller will exercise due care and judgment in the design, including the associated plugs and fixturesspecification, sourcing, building, and any other supervision of building, of all tooling in such a way to maximize production efficiency and minimize cost. Seller will analyze domestic and overseas placement of tooling using various cost, part and tooling design, timing requirements and work with the buyer to select the most globally competitive source. Buyer will pay Seller only the globally competitive tool cost. Seller shall submit all tools for inspection and review by Buyer in accordance with AIAG (Automotive Industry Action Group) Publication, Production Part Approval Process, prior to Buyer making payment for same. Buyer may, at its option, see detailed tooling documents, invoices and/or tooling orders prior to issuing its approval for payment of tooling. Tooling costs may be shared with Seller or capital equipment listed under First Mold amortized as mutually agreed upon by both parties in writing. If Seller pays for tooling and Second Mold amortizes cost to Buyer as described in Appendix Id. Within […***…] of the Effective Date of this attached Amortization Agreement, Buyer agrees to deliver […***…] firm purchase orders for the purchase upon completion 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, amortization Buyer shall have no further obligation the option to purchase or provide Tooling all such tooling from Seller for the manufacture price 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 Componentsone dollar ($1.00). (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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended use.

Tooling. (a) 20.1 Seller shall not purchase any Tooling for the account of Buyer shall purchase from or charge Buyer for any tooling except as authorized in the Purchase Order. Seller or an Affiliate of Seller, Tooling, (as defined herein), represents that the price in the Purchase Order for use in the Tooling is no greater than Seller’s Production Facility solely actual cost of such Tooling and that there is no mark-up for the manufacture profit (unless as authorized in this Section 20). 20.2 If Seller subcontracts all or part of the Components hereunder. For the purposes fabrication, modification, repair or refurbishment 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 Tooling 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 Toolinga third-party toolmaker, 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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling provide advance written notice to be used on Buyer’s POs, (ii) dispose of, change or move Buyer of the Tooling from identity of the Production Facility, or (iii) use toolmaker and the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory location of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved inform the toolmaker in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specificationsthat it is a bailee-at-will, samplesthrough Seller, drawings, designs, descriptions or other requirements approved or adopted of Tooling owned by Buyer; and (viii) fit be solely responsible for payments to the toolmaker. Buyer has no obligation to Seller or subcontractor other than payment to Seller of the Purchase Order price. If a subcontractor brings an action against Seller for payment of the Tooling, Seller shall not join Buyer in the action. 20.3 If Seller’s primary business is to fabricate Tooling, Seller shall be permitted a reasonable profit percentage as specified in the Purchase Order. In the absence of a mutually-accepted profit percentage, Buyer shall determine a reasonable profit percentage following the completion of its audit. Seller shall invoice Buyer for (and sufficient Buyer shall only be obligated to pay) the lower of Seller’s actual cost plus such profit percentage or the amount set forth in the Purchase Order. 20.4 Seller shall provide to Buyer, as requested, access to Seller’s premises and all documentation relating to the Tooling, prior and subsequent to payment, to inspect work performed and to verify charges submitted by Seller against the Purchase Order. For any Tooling or parts thereof that Seller obtains from any third party, Seller shall provide Buyer with access to the ultimate production source of the Tooling and documentation in accordance with the preceding sentence at any level of the supply chain. 20.5 To the extent permitted by applicable law, any payments made by Buyer for its Tooling that is manufactured by a third party are expressly intended useby Buyer to be held in trust for the benefit of any subcontractor(s) used by Seller to produce such Tooling and Seller agrees to hold such payments as trustee in trust for such subcontractor(s) until Seller has paid the subcontractor(s) in full for such Tooling. Seller acknowledges and agrees that such subcontractor is an intended third-party beneficiary of the terms of this Section 20.5 relating to the trust and as such, such Tooling subcontractor shall have the right to enforce the terms of this Section 20.5 directly against Seller in subcontractor's own name. Seller agrees that Xxxxx has no obligation to Seller or Seller's Tooling subcontractor under this Section other than making the payment to Seller in accordance with the Purchase Order. In the event Xxxxxx's Tooling subcontractor brings an action against Seller under this section, Xxxxxx agrees that it shall not join Buyer in any such action.

Tooling. (a) Buyer Seller shall not 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 account of Buyer or charge Buyer for any tooling except as authorized in the Order or in a Tooling Purchase Order. Seller represents that the price in the Order or the Tooling Purchase Order for the Tooling is Seller’s cost and that there is no mark- up for profit (unless as authorized in this section). (b) If Seller is responsible for fabricating or acquiring Tooling, such Tooling shall: (i) comply with any specifications provided by Buyer (or, where directed by Xxxxx, those of Buyer’s Customer); (ii) be capable of producing Supplies that satisfy the Order, including meeting any volume requirements or estimates provided to Seller during the life of the Componentsproduct as well as satisfying the requirements for Service Parts. 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 fabricated or acquired by Seller does not infringe on 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 intellectual property 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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer third-party and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from against any suit, claim or action for actual or alleged direct or contributory infringement of or inducement to infringe any Intellectual Property and all claimsagainst any resulting damages or expenses (including attorney’s and other professional fees, demands, losses, settlements and judgments, damages, costs, expenses or liabilities ) arising from in any negligent act or omission of Seller related way to the Tooling while it including any claim against Buyer that the infringement arose out of compliance with Xxxxx’s specifications. If the use of the tooling for manufacture of the Supplies is enjoined or, in Xxxxx’s sole judgment, is likely to be enjoined, Seller will, at Buyer’s election and Seller’s caresole expense, custody and/or controlprocure for Buyer to right to continue using the Supplies, modify the Tooling so it becomes non-infringing. Time is of the essence for Seller’s acquisition or fabrication of Tooling. Seller shall provide Tooling progress reports on Xxxxx’s request and shall promptly notify Buyer in writing if it believes that the Tooling might not be completed by the completion date specified on the Order. (gc) The ToolingIf all or part of the fabrication, while in Seller’s caremodification, custody and/or controlrepair or refurbishment of Tooling will be subcontracted to a third-party toolmaker, shall bethe Seller will: (ia) held at Seller’s risk and (ii) kept insured by Seller with loss payable to give Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days advance written notice of the signing identity of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment toolmaker and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement location of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (iib) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved inform the toolmaker in writing that it is a bailee-at-will, through the Seller, of Tooling owned by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by the Buyer; and (vc) fit be solely responsible for payments to the toolmaker. The Buyer has no obligation to the Seller or subcontractor other than payment to the Seller of the Order price. If a subcontractor brings an action against the Seller for payment of the Tooling, the Seller will not join the Buyer in the action. (d) The Seller shall be entitled to receive payment only after the Tooling is completed. Tooling is not complete until Seller, at its own expense, has successfully completed all required testing (including, for Tooling used in connection with motor vehicle parts production, completion of the PPAP process) and sufficient for its intended usehas submitted all necessary documentation. Seller shall be entitled to receive payment only after and to the extent of, and in proportion to, Xxxxx’s actual receipt of such reimbursement or other payment from the Customer.

Tooling. 8.1 The parties acknowledge that in reliance upon a Letter of Intent dated on or about January 15, 1997, Manufacturer has acquired and/or fabricated for Customer's account the tooling described on Appendix "E" hereto (athe "Tooling") Buyer and Customer shall purchase from Seller or an Affiliate of Seller, Tooling, (as defined herein), reimburse Manufacturer for use in Seller’s Production Facility solely for the manufacture such Tooling upon receipt of the Components hereundervendor's or Manufacturer's invoices for such Tooling. For the purposes Customer acknowledges that in many instances Manufacturer fabricated items of this AgreementTooling as opposed to ordering same from outside vendors in order to save time and expedite Manufacturer's preparation for commencing production. Further, the term “Tooling” shall mean Customer acknowledges that all of the molds, including the associated plugs and fixtures, and any other tools or capital equipment listed under First Mold and Second Mold said Tooling is reasonably necessary 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 that the prices set forth in Appendix lb. At B are predicated upon utilizing such Tooling to manufacture components in-house in lieu of out- sourcing such components. 8.2 As part of the Standard Cost of Products, Manufacturer shall provide normal maintenance to the Tooling provided, however, that, in the event Manufacture reasonably determines that any time on major repair or after title transfers to Buyer or complete payment by Buyer to Seller replacement of any piece Tooling is required to manufacture Products hereunder (other than as a result of ToolingManufacturer's failure to provide normal maintenance or operator negligence), Seller shallManufacturer shall advise Customer of such requirement and Manufacturer shall be responsible for effecting such repair or replacement and Customer shall reimburse Manufacturer for the reasonable costs of such major repair or replacement. Customer shall be responsible for the cost of any additional Tooling fabricated or purchased by Manufacturer at the request of Customer and shall make payment therefor upon presentation of invoice(s) as set forth above. 8.3 Subject to the terms and provisions set forth herein, all Tooling fabricated or acquired by Manufacturer and paid for by Customer under this Agreement shall be returned to or for the account of Customer upon the earlier to occur of (i) the Customer's 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 direction for the return of such Tooling upon the occurrence of a Force Majeure which prevents Manufacturer from Seller resuming full 8.4 Manufacturer agrees to Buyer. In addition, Buyer may provide to Seller tooling, tools or capital equipment determined by Buyer procure and Seller to be suitable for use maintain in full force and effect throughout the Production Facility term of this Agreement a policy of general insurance in favor of Customer (as loss payee 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 additional insured) covering 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, replacement 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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage and any claims, liabilities or expenses asserted by fire, flood and other common perils by an any person arising out of the use of such Tooling. Manufacturer shall furnish to Customer a copy of such policy or policies or a certificate from the insurance company acceptable or companies attesting to Buyersuch coverage. Seller Such policy or policies shall deliver proof of contain provisions that the issuing companies will not cancel or change such insurance policy or policies except upon thirty (30) days' prior written notice to Buyer within fifteen (15) days of the signing of this AgreementCustomer. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants 8.5 Manufacturer agrees that the Tooling at acquired by Manufacturer for the time account of purchase shall be: (i) free Customer will be used solely for the production of the Products sold to Customer and that neither Manufacturer nor any of its Affiliates will use the Tooling or any duplicates thereof to produce products of any claims of kind for any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended useparty.

Tooling. (a) Buyer shall purchase from Seller or an Affiliate of SellerWhen quoted, Toolingtooling is defined as all necessary tools, (as defined herein)fixtures, for use gaging, etc. required in Seller’s Production Facility solely for the manufacture manufacturing 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 Products (“Buyer Provided Tooling”). The terms Tooling purchased and conditions relating to use of any Buyer Provided Tooling fully paid for by Purchaser 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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer Purchaser. Any additional Tooling produced by Seller for Purchaser and not paid for in full by Purchaser shall safely store remain the Tooling separate and apart from Seller’s sole property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) until Seller shall inspect the Tooling prior to use and shall train and supervise its employees receives payment in the proper and safe operation of the Toolingfull from Purchaser. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any Any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is not paid for in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling full shall be subject to removal a lien in favor of Seller for the balance of any remaining purchase price thereof. The purchase of Tooling entitles Purchaser to its exclusive use, maintenance and storage for the life of the part within the premises of Seller. Tooling may be removed from Seller’s premises upon reasonable notice and such Tooling will be released to Purchaser or delivered to Purchaser by Seller either (a) at BuyerSeller’s written requestfacility or (b) to a location that Purchaser designates, in which event Purchaser will pay Seller shall prepare the Tooling for shipment and shall redeliver costs of delivering such Tooling to Buyer such location. Notwithstanding the foregoing, if there is no order from Purchaser for a period exceeding eighteen (18) months, Seller, in the same condition as originally receivedits sole discretion, excluding normal wear and tear consistent with the Toolingmay return Purchaser’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition Property to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be dischargedPurchaser, at its Purchaser’s sole cost and expenserisk. Seller reserves the right to purchase or alter any Tooling in order to protect any proprietary, within […***…] confidential, or trade secret information that may be divulged from said Tooling. The suitability of its assertion (provided such liens do not arise out any and all Tooling design and/or specifications shall be the responsibility of Buyer’s failure Purchaser, unless otherwise agreed to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended usethe parties.

Tooling. (a) A. All tooling, jigs, fixtures and associated manufacturing equipment necessary for the successful production and testing of the Products for which Buyer pays Seller in full will remain the exclusive property of Buyer, and Seller assumes all liability for any loss, damage and/or for Seller’s failure to return such property, including equipment, to Buyer upon request. Seller shall promptly notify Buyer of any such loss, damage or shortage. Such tooling items must be identified and labeled as “Owned By International”. Furthermore, all tooling as described above owned by Buyer shall purchase from Seller or an Affiliate of Seller, Tooling, (as defined herein), for use in Seller’s Production Facility solely be used exclusively for the manufacture of Products for Buyer. Seller will perform normal maintenance, at Seller’s expense, for the Components hereunder. For the purposes duration of this Agreement. Buyer is responsible for repair and replacement beyond normal maintenance on tools, jigs and fixtures (secondaries) B. Xxxxxxx developed for the term “Tooling” shall mean all production of the moldsProducts will conform to Buyer’s product development guidelines. It is expected that Seller will exercise due care and judgment in the design, including the associated plugs and fixturesspecification, sourcing, building, and any other supervision of building, of all tooling in such a way to maximize production efficiency and minimize cost. Seller will analyze domestic and overseas placement of tooling using various cost, part and tooling design, timing requirements and work with the buyer to select the most globally competitive source. Buyer will pay Seller only the globally competitive tool cost. Seller shall submit all tools for inspection and review by Buyer in accordance with AIAG (Automotive Industry Action Group) Publication, Production Part Approval Process, prior to Buyer making payment for same. Buyer may, at its option, see detailed tooling documents, invoices and/or tooling orders prior to issuing its approval for payment of tooling. Tooling costs may be shared with Seller or capital equipment listed under First Mold amortized as mutually agreed upon by both parties in writing. If Seller pays for tooling and Second Mold amortizes cost to Buyer as described in Appendix Id. Within […***…] of the Effective Date of this attached Amortization Agreement, Buyer agrees to deliver […***…] firm purchase orders for the purchase upon completion 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, amortization Buyer shall have no further obligation the option to purchase or provide Tooling all such tooling from Seller for the manufacture price 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 Componentsone dollar ($1.00). (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 sole cost and expense except to the extent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling in which case the cost of such replacement Tooling shall be borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Tooling, including any repaired or replaced Tooling or any part thereof or any materials affixed or attached thereto, shall be, and remain, the sole and exclusive property of Buyer. (c) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling to be used on Buyer’s POs, (ii) dispose of, change or move the Tooling from the Production Facility, or (iii) use the Tooling for any purpose other than to manufacture Components for Buyer. (d) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of Buyer and shall safely store the Tooling separate and apart from Seller’s property at Buyer’s expense. (e) Seller shall keep the Tooling in a good and safe working condition and in compliance with all applicable laws at its own cost and expense, in its own custody at the Production Facility, and at all times shall exercise reasonable care and control in using the Tooling so that upon return to Buyer, the Tooling shall be in as good of a working order and in as good of a condition as it was upon delivery, except for reasonable wear and tear consistent with the Tooling’s intended use during its projected useful life (which for molds, excluding any associated plugs, is 333 Component sets). Buyer may enter the Production Facility of Seller at any reasonable time to conduct a physical inspection and inventory of the Tooling. (f) Seller shall inspect the Tooling prior to use and shall train and supervise its employees in the proper and safe operation of the Tooling. Further, Seller shall release, defend, hold harmless and indemnify Buyer, its Affiliates and each of their directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of Seller related to the Tooling while it is in Seller’s care, custody and/or control. (g) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller with loss payable to Buyer in an amount equal to the replacement cost and against loss or damage by fire, flood and other common perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement. (h) The Tooling shall be subject to removal at Buyer’s written request, in which event Seller shall prepare the Tooling for shipment and shall redeliver such Tooling to Buyer in the same condition as originally received, excluding normal wear and tear consistent with the Tooling’s intended use during its projected useful life, otherwise Seller shall bear all costs associated with repair or replacement of the Tooling. Buyer shall bear all usual and reasonable costs of the removal and return of the Tooling. (i) In addition to any other representations or warranties made with respect to the Tooling, Seller represents and warrants that the Tooling at the time of purchase shall be: (i) free of any claims of any nature and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within […***…] of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Agreement or an act or omission of Buyer); (ii) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (iii) free from all defects in workmanship and material; (iv) provided in strict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer; and (v) fit and sufficient for its intended use.