Common use of Tooling Clause in Contracts

Tooling. Tooling shall be defined as all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, or other equipment which have been directly or indirectly purchased or provided by Par 4 Plastics, Inc. and any tooling that has been or will be created by Seller for the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plastics, Inc. All Tooling shall be the property of the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time request.

Tooling. In the absence of an executed Tooling and Bailment Agreement, the following provisions shall be defined as all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, or other equipment which have been directly or indirectly purchased or provided apply: Tooling referred to in a tooling Purchase Order issued by Par 4 Plastics, Inc. and any tooling that has been or will be created GUARDIAN (the “Tooling”) is owned by Seller GUARDIAN upon completion of payment for such Tooling. In the purpose of producing goods. The seller shall not create event any Tooling until authorized pursuant is transferred to procedures established from time to time by Par 4 PlasticsSupplier’s facility or control, Inc. All such Tooling shall be will remain the property of GUARDIAN. Supplier may not issue an invoice to GUARDIAN for Tooling until such Product has been through the Par 4 PlasticsProduction Part Approval Process (“PPAP”) by GUARDIAN unless otherwise agreed to in writing. Supplier agrees, Inc.. Possession upon receiving the Tooling, to promptly affix, and to continuously keep and maintain, plainly and distinctly, permanently, and conspicuously upon the Tooling the following words: “Property of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 PlasticsPure Safety Group, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) ” and to keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from other “Property of” markings or labeling which might be interpreted as a claim of ownership by a party other than GUARDIAN. In addition, within ninety (90) days of receiving any lienTooling, security interest or encumbranceSupplier shall affix to it the GUARDIAN Tooling Identification Number provided by GUARDIAN. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant Supplier agrees to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare use the Tooling for shipments the sole and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost exclusive benefit of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used GUARDIAN in the production of the Goods (Products for GUARDIAN, and of its components) and that it willfor no other purpose without GUARDIAN’s prior written consent, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned which consent may be withheld at GUARDIAN’s sole discretion. Supplier agrees to furnish evidence operate the Tooling within its rated capacity, restrict the use and operation to safe, careful personnel selected and employed or controlled by Supplier, and prohibit anyone other than duly authorized personnel of such investigationsSupplier to make any repairs or adjustments to the Tooling otherwise permitted hereunder (unless otherwise previously authorized in writing by GUARDIAN). After the initial PPAP for the Tooling, or any similar process, Supplier agrees, at its expense, to service, maintain and repair the Tooling: (i) so as Par 4 Plasticsto keep it in good operating condition, Inc. may from time-to-time request.normal tooling wear is expected, (ii) in accordance with the terms of any manufacturers’ warranties, specifications, bulletins, or service descriptions, (iii) in a manner consistent with standard industry practice and GUARDIAN practice and instructions, and (iv) in accordance with applicable laws, regulations, governmental approvals and permits. Supplier will not be required to perform any Capital Improvements (as defined below) to the Tooling. “

Tooling. Tooling shall be defined as Any and all supplieshardware, materialssoftware, robotics, machinery, dies, molds, cavities, jigs, fixtures, gauges, tools, jigstooling, dies, gauges, fixtures, moldsmaterial, patterns, or other equipment which have been directly or indirectly purchased or provided by Par 4 Plasticssamples, Inc. prototypes, and any tooling that has been other property used to manufacture Supplies, which is owned, provided, charged to, or paid for by or on behalf of Buyer in whole or in part (“Buyer Tooling”) shall be and remain the exclusive property of Buyer. Title to Buyer Tooling shall pass to Buyer without regard to Buyer’s payment or performance of other obligations. Seller and its suppliers shall not retain any lien, encumbrance or interest, nor attempt to encumber Buyer’s interest in the Buyer Tooling. Buyer Tooling shall be: (a) used exclusively to fill Buyer’s orders; (b) maintained in good working condition at Seller’s expense; (c) subject to periodic accounting by Seller at Buyer’s request and inspection by Buyer; (d) identified as to location and not be moved without Buyer’s prior written approval; (e) not scrapped or destroyed without Buyer’s prior written approval – any revenues made from scrapping will be created by Seller for offset against the purpose costs of producing goods. The seller shall not create scrapping and any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plastics, Inc. All Tooling profit made thereof shall be refunded to Buyer; (f) located at the property of agreed upon location and not be moved without Buyer’s prior written consent; and (g) promptly returned (including any components or spare parts) in the Par 4 Plasticssame or better condition, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plasticsreasonable wear and tear excepted, Inc.. The seller at any time upon Buyer’s request. Xxxxxx agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. assist in order to document Par 4 Plastics, Inc.protecting and perfecting Xxxxx’s ownership of interest in the Buyer Tooling. The seller shall not acquire Seller waives any rights lien, right of set-off or interest in counterclaim that might permit Seller to refuse to deliver Buyer Tooling except as expressly provided in this Purchase Orderto Buyer. All Buyer Tooling shall be conspicuously marked as the property “Property of Par 4 PlasticsCentroMotion” by Seller, Inc.. insured by Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling and held at Sellers’ risk while in good condition; (b) keep the Tooling insured against risk of fire Seller’s or other loss its agent’s control or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipmentpossession. Seller shall only use the Tooling provide Buyer with an updated tooling list on a yearly basis and agrees, upon request, to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.diligently execute Xxxxx’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time requesttooling agreement.

Tooling. Tooling shall be defined as all supplies, materials, tools, jigs, All special dies, gauges, fixtures, molds, patterns, jigs, equipment, fixtures, CAD design data and drawings, mold flows, process parameters, manufacturing equipment types and settings, and other property furnished by Buyer, or other equipment which have been directly or indirectly purchased or provided paid for by Par 4 PlasticsBuyer ("Tooling"), Inc. shall be, and any tooling that has been or will be created by Seller for the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plasticsremain, Inc. All Tooling shall be the property of Buyer, shall be visibly labeled as Buyer's property, shall be subject to removal by Buyer, shall be used only in filling orders from Buyer and shall be held at Seller's risk. Seller shall assist Buyer in achieving for Buyer a perfected security interest in such Tooling. Seller shall not claim any interest in such Tooling or allow any liens or security interest with respect thereto, other than Xxxxx's interest. Any failure by Seller to return the Par 4 PlasticsTooling of Buyer after a reasonable request to do so shall result in irreparable injury to Buyer, Inc.. Possession its business and property and Buyer shall be entitled to injunctive relief ordering the return of its Tooling. Seller's acceptance of the above provisions regarding return of Tooling by is a material factor in Buyer's decision to do business with Xxxxxx. If Buyer is required to seek legal action in order to enforce the provisions of this section, Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested liable for actual attorneys' fees and other expenses incurred by Par 4 Plastics, Inc. Xxxxx in order to document Par 4 Plastics, Inc.’s ownership enforcing this provision regarding the return of Tooling. The seller Seller shall not acquire notify Buyer if Seller plans or intends to destroy, sell or dispose of any rights Tooling needed to build or interest in Tooling except as expressly provided in produce Goods or service parts. During the term of this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 PlasticsContract, Inc.. Seller covenants that and with respect to service and replacement parts for so long as Seller has possession is obligated to supply them hereunder, Seller shall not dispose of such Tooling unless approved by Buyer in writing. If Seller decides, without Xxxxx's written approval, to dispose of such Tooling within such timeframes, and there is a customer demand that cannot be fulfilled due to the lack of such Tooling, Seller will: (a) maintain shall promptly build or procure the necessary Tooling in good condition; (b) keep at its cost and complete the Tooling insured against risk required validations and documentation to continue to supply the affected Goods or parts. Following the term of fire or this Contract, Xxxxx reserves the right of first refusal to purchase Seller tooling, special dies, molds, patterns, jigs, equipment, fixtures, CAD design data and drawings, mold flows, process parameters, manufacturing equipment types and settings, and other loss or damage; and (c) keep Tooling free from any lienproperty used to produce the Goods if it is used primarily to manufacture these Goods. Without the limiting the foregoing, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply provide Buyer on demand with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws data relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its approved components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time request.

Tooling. In the absence of an executed Tooling shall be defined as and Bailment Agreement, the following terms apply: “Tooling” means, collectively, all suppliestooling, materialsdies, toolstest and assembly fixtures, gauges, jigs, diespatterns, gaugescasting patterns, fixturescavities, molds, patternsand documentation (including engineering specifications and test reports) used in connection with the manufacture and sale of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances thereto. All Tooling, whether referred to specifically in a Purchase Order, is owned by Sacoma. In the event Tooling is transferred to Supplier’s facility or other equipment which have been directly or indirectly purchased or provided by Par 4 Plasticscontrol, Inc. and any tooling that has been or such Tooling will be created by Seller for the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plastics, Inc. All Tooling shall be remain the property of Sacoma. If Supplier has participated in the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession preparation of Tooling, Seller will: Supplier may not issue an invoice to Sacoma for Tooling until such Product has been through the Production Part Approval Process (“PPAP”) by Sacoma unless otherwise agreed to in writing. Supplier may not charge Sacoma for the cost of manufacturing or procuring any Tooling or other materials used in the production and sale of the Goods unless Sacoma agrees in writing to reimburse Supplier for Supplier’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) maintain Buyer has successfully completed all testing of such Tooling or materials required by Sacoma, including, but not limited to the Tooling in good condition; PPAP, which will be conducted at Supplier’s sole cost and expense, (b) keep the Tooling insured against risk of fire or other loss or damage; Sacoma has successfully conducted a tooling audit in accordance with its customer's requirements, and (c) Supplier has provided to Sacoma detailed invoices documenting the actual costs incurred by Supplier for such Tooling or materials, including copies of any invoice issued to Supplier by any third party with respect thereto, and other any other information reasonably requested by Sacoma with respect to such Tooling or materials (which may include CAD models and drawings). Sacoma shall pay Supplier only the actual cost of such Tooling or materials, not to exceed the authorized amount, if any, stated in the applicable Reimbursement Authorization. Supplier agrees, upon receiving any Tooling, to promptly affix, and to continuously keep and maintain, plainly and distinctly, permanently and conspicuously upon the Tooling the following words: “Property of Sacoma International, LLC” and to keep the Tooling free from other “Property of” markings or labeling which might be interpreted as a claim of ownership by a party other than Sacoma. In addition, within ninety (90) days of receiving any lienTooling, security interest or encumbranceSupplier shall affix to it the Sacoma Tooling Identification Number. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant Supplier agrees to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare use the Tooling for shipments the sole and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost exclusive benefit of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used Sacoma in the production of the Goods (Products for Sacoma, and of its components) and that it willfor no other purpose without Sacoma’s express prior written consent, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned which consent may be withheld in Sacoma’s sole discretion. Supplier agrees to furnish evidence operate the Tooling within its rated capacity, restrict the use and operation to safe, careful personnel selected and employed or controlled by Supplier, and prohibit anyone other than duly authorized personnel of such investigations, as Par 4 Plastics, Inc. may from time-to-time requestSupplier to make any repairs or adjustments to the Tooling otherwise permitted hereunder (unless otherwise previously authorized in writing by Sacoma).

Tooling. Tooling shall be defined as Unless otherwise agreed to in writing, all suppliesmaterials, materialsdrawings, tools, dies, jigs, dies, gauges, fixtures, patterns, molds, patternstesting apparatus, machinery and equipment, together with all other manufacturing aids (Tooling) used in the manufacture of the articles, materials, supplies, facilities or other equipment which have been directly services ordered hereunder shall be furnished by and at the expense of the Seller. In the event any Tooling (including Tooling, if any, purchased hereunder) is furnished by Buyer at its expense or indirectly purchased or provided by Par 4 Plastics, Inc. and any tooling that has been or will be created is furnished by Seller for and the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time cost thereof paid by Par 4 PlasticsBuyer, Inc. All such Tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the property option of the Par 4 PlasticsBuyer. Seller agrees, Inc.. Possession at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees referred to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this paragraph 23 for such period of time after performance or termination of this Purchase OrderOrder as may be mutually agreed upon by Buyer and Seller. Any and all items of Tooling which are Buyer’s sole property shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant reasonable time be subject to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments inspection and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipmentexamination by Buyer. Seller shall only use the Tooling to manufacture goods not substitute any property for Par 4 Plastics, Inc.. Tooling Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be moved from Sellers premises (except for repair or modification) without Par 4 Plasticsheld at Seller’s risk, Inc.and shall be kept insured by Seller at Seller’s prior expense in an amount equal to the replacement cost with loss payable to the Buyer, and shall be subject to removal at Buyer’s written approval. COMPLIANCE WITH LAWS request, in which event Seller shall comply properly prepare such property for shipment and shall deliver the same to Buyer in accordance with all federal, state, and local laws or regulations applicable to the goods covered by shipping instructions in this Purchase Order or as otherwise agreed by the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used parties in the production of the Goods (same condition as originally received by Seller, reasonable wear and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time requesttear excepted.

Tooling. As used in this Agreement, "Tooling" shall mean that certain ------- Tooling and machinery described on Schedule 2 attached hereto and incorporated ---------- herein which is owned by Buyer, together with all replacements thereof. Buyer shall purchase the Tooling described on Schedule 2 and will assure that the ---------- Tooling is delivered to, or is otherwise on-site at, Seller's facility. Title to such Tooling shall vest in Buyer, and Buyer shall be defined as all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, or other equipment which have been directly or indirectly purchased or provided by Par 4 Plastics, Inc. and any tooling that has been or will be created by Seller solely responsible for the purpose payment of producing goodstaxes thereon and insurance premiums relating thereto. The seller Seller shall provide Buyer with general guidance to the best of its knowledge, as to the suitability of the Tooling, but in no way shall Seller guaranty the adequacy or performance of the Tooling. Seller shall take reasonable steps to ensure that Buyer's ownership of the Tooling is evident, which may include the placement of identification tags on the Tooling. Seller hereby covenants that, during the term of this Agreement: (I) Seller shall not create encumber any of the Tooling, nor shall Seller permit the Tooling until authorized pursuant to procedures established from time become encumbered as a result of any act or omission of Seller, and (ii) Seller shall take reasonable steps to time by Par 4 Plastics, Inc. All assure the routine repair and maintenance of the Tooling in accordance with the manufacturers' specifications; provided that repairs of Tooling other than -------- routine maintenance and repairs shall be the property sole responsibility of the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, stateBuyer, and local laws Buyer shall pay for repairs other than routine maintenance and repairs within thirty (30) days following receipt of an invoice relating thereto. Within thirty (30) days following termination or regulations applicable to the goods covered by this Purchase Order or the manufacture expiration of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned any reason Seller agrees to furnish evidence properly pack and return to Buyer, or cause to be properly packed and returned to Buyer, F.O.B. point of shipment, all Tooling, the same to be shipped to such investigations, facility as Par 4 Plastics, Inc. may from time-to-time requestBuyer directs.

Tooling. Tooling shall be defined as all supplies, materials, tools, jigs, All special dies, gauges, fixtures, molds, patterns, jigs, equipment, fixtures, CAD design data and drawings, mold flows, process parameters, manufacturing equipment types and settings, and other property furnished by Buyer, or other equipment which have been directly or indirectly purchased or provided paid for by Par 4 PlasticsBuyer ("Tooling"), Inc. shall be, and any tooling that has been or will be created by Seller for the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plasticsremain, Inc. All Tooling shall be the property of Buyer, shall be visibly labeled as Buyer's property, shall be subject to removal by Buyer, shall be used only in filling orders from Buyer and shall be held at Seller's risk. Seller shall assist Buyer in achieving for Buyer a perfected security interest in such Tooling. Seller shall not claim any interest in such Tooling or allow any liens or security interest with respect thereto, other than Buyer's interest. Any failure by Seller to return the Par 4 PlasticsTooling of Buyer after a reasonable request to do so shall result in irreparable injury to Buyer, Inc.. Possession its business and property and Buyer shall be entitled to injunctive relief ordering the return of its Tooling. Seller's acceptance of the above provisions regarding return of Tooling by is a material factor in Buyer's decision to do business with Seller. If Buyer is required to seek legal action in order to enforce the provisions of this section, Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested liable for actual attorneys' fees and other expenses incurred by Par 4 Plastics, Inc. Buyer in order to document Par 4 Plastics, Inc.’s ownership enforcing this provision regarding the return of Tooling. The seller Seller shall not acquire notify Buyer if Seller plans or intends to destroy, sell or dispose of any rights Tooling needed to build or interest in Tooling except as expressly provided in produce Goods or service parts. During the term of this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 PlasticsContract, Inc.. Seller covenants that and with respect to service and replacement parts for so long as Seller has possession is obligated to supply them hereunder, Seller shall not dispose of such Tooling unless approved by Buyer in writing. If Seller decides, without Buyer's written approval, to dispose of such Tooling within such timeframes, and there is a customer demand that cannot be fulfilled due to the lack of such Tooling, Seller will: (a) maintain shall promptly build or procure the necessary Tooling in good condition; (b) keep at its cost and complete the Tooling insured against risk required validations and documentation to continue to supply the affected Goods or parts. Following the term of fire or this Contract, Buyer reserves the right of first refusal to purchase Seller tooling, special dies, molds, patterns, jigs, equipment, fixtures, CAD design data and drawings, mold flows, process parameters, manufacturing equipment types and settings, and other loss or damage; and (c) keep Tooling free from any lienproperty used to produce the Goods if it is used primarily to manufacture these Goods. Without the limiting the foregoing, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply provide Buyer on demand with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws data relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its approved components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time request.

Tooling. Tooling shall be defined as Unless otherwise agreed to in writing, all suppliesmaterials, materialsdrawings, tools, dies, jigs, dies, gauges, fixtures, patterns, molds, patternstesting apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articles, materials, supplies, facilities or other equipment which have been directly or indirectly purchased or provided services ordered hereunder shall be furnished by Par 4 Plastics, Inc. and at the expense of the Seller. In the event any tooling that has been (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or will be created is furnished by Seller for and the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time cost thereof paid by Par 4 PlasticsBuyer, Inc. All Tooling such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the property option of the Par 4 PlasticsBuyer. Seller agrees, Inc.. Possession at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees tooling referred to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this paragraph 23 for such period of time after performance or termination of this Purchase OrderOrder as may be mutually agreed upon by Buyer and Seller. Tooling Any and all items of tooling which are Buyer’s sole property shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant reasonable time be subject to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments inspection and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipmentexamination by Buyer. Seller shall only use the Tooling to manufacture goods not substitute any property for Par 4 Plastics, Inc.. Tooling Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be moved from Sellers premises (except for repair or modification) without Par 4 Plasticsheld at Seller’s risk, Inc.and shall be kept insured by Seller at Seller’s prior expense in an amount equal to the replacement cost with loss payable to the Buyer, and shall be subject to removal at Buyer’s written approval. COMPLIANCE WITH LAWS request, in which event Seller shall comply properly prepare such property for shipment and shall deliver same to Buyer in accordance with all federal, state, and local laws or regulations applicable to the goods covered by this shipping instructions in the Purchase Order or as otherwise agreed by the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used parties in the production of the Goods (same condition as originally received by Seller, reasonable wear and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time requesttear excepted.

Tooling. Seller shall not purchase any Tooling shall be defined as all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, for the account of Buyer or other equipment which have been directly or indirectly purchased or provided by Par 4 Plastics, Inc. and charge Buyer for any tooling except as authorized in the Purchase Order. Seller represents that the price in the Purchase Order for the Tooling is no greater than Seller’s actual cost of such Tooling and that there is no mark-up for profit (unless as authorized in this Section 19). If Seller subcontracts all or part of the fabrication, modification, repair or refurbishment of Tooling to a third-party toolmaker, Seller shall: (i) provide advance written notice to Buyer of the identity of the toolmaker and the location of the Tooling; (ii) inform the toolmaker in writing that it is a bailee-at-will, through Seller, of Tooling owned by Buyer; and (iii) be solely responsible for payments to the toolmaker. Buyer has been no obligation to Seller or will be created by subcontractor other than payment to Seller of the Purchase Order price. If a subcontractor brings an action against Seller for payment of the purpose of producing goods. The seller Tooling, Seller shall not create any Tooling until authorized pursuant join Buyer in the action. If Seller’s primary business is to procedures established from time to time by Par 4 Plasticsfabricate Tooling, Inc. All Tooling shall be the property of the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed permitted a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. reasonable profit percentage as specified in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this the Purchase Order. Tooling In the absence of a mutually-accepted profit percentage, Buyer shall be conspicuously marked as determine a reasonable profit percentage following the property completion of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipmentits audit. Seller shall invoice Buyer for (and Buyer shall only use be obligated to pay) the lower of Seller’s actual cost plus such profit percentage or the amount set forth in the Purchase Order. 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. To the extent permitted by applicable law, any payments made by Buyer for Tooling that is manufactured by a third party are expressly intended by Buyer to manufacture goods be held in trust for Par 4 Plasticsthe 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 19.5 relating to the trust and as such, Inc.. such Tooling subcontractor shall have the right to enforce the terms of this Section 19.5 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 be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed join Buyer in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time requestaction.

Tooling. Tooling shall be defined as Unless otherwise agreed to in writing, all suppliesmaterials, materialsdrawings, tools, dies, jigs, dies, gauges, fixtures, patterns, molds, patternstesting apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articles, materials, supplies, facilities or other equipment which have been directly or indirectly purchased or provided services ordered hereunder shall be furnished by Par 4 Plastics, Inc. and at the expense of the Seller. In the event any tooling that has been (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or will be created is furnished by Seller for and the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time cost thereof paid by Par 4 PlasticsBuyer, Inc. All Tooling such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the property option of the Par 4 PlasticsBuyer. Seller agrees, Inc.. Possession at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees tooling referred to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this paragraph 23 for such period of time after performance or termination of this Purchase OrderOrder as may be mutually agreed upon by Buyer and Seller. Tooling Any and all items of tooling which are Buyer’s sole property shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant reasonable time be subject to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments inspection and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipmentexamination by Buyer. Seller shall only use the Tooling to manufacture goods not substitute any property for Par 4 Plastics, Inc.. Tooling Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be moved from Sellers premises (except for repair or modification) without Par 4 Plasticsheld at Seller’s risk, Inc.and shall be kept insured by Seller at Seller’s prior expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written approval. COMPLIANCE WITH LAWS request, in which event Seller shall comply properly prepare such property for shipment and shall deliver same to Buyer in accordance with all federal, state, and local laws or regulations applicable to the goods covered by this shipping instructions in the Purchase Order or as otherwise agreed by the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used parties in the production of the Goods (same condition as originally received by Seller, reasonable wear and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time requesttear excepted.

Tooling. Unless otherwise agreed in writing, all tooling, dies, special dies, patterns, patents, jigs, gages, fixtures, drawings, designs, samples, tooling aids, molds and/or any other property that is paid for by Buyer and/or furnished to Supplier by Buyer and/or made available to Supplier by Buyer for use by Supplier in producing any goods or parts covered by any Order (the “tooling”) is the property of Buyer or its customer and shall (i) be used exclusively for the benefit of Buyer; (ii) be used only in filling Orders; (iii) remain and be conspicuously identified as Buyer’s property; (iv) be segregated from the property of Supplier and others; (v) be removed only upon Buyer’s instructions; (vi) be held at Supplier’s risk and insured at its expense in a replacement cost amount with loss payable to Buyer (evidence of insurance to be furnished upon request); (vii) be subject to inspection and removal by Buyer at any time and for any reason whatsoever; and (viii) be maintained in good condition, at Supplier’s expense, and not be modified without Buyer’s prior written consent. Supplier shall bear the risk of loss of, and damage to, the tooling, normal wear and tear excepted. Supplier grants to Buyer a purchase money security interest in the tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing the tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer’s security interest in the tooling. Supplier agrees to immediately return the Tooling to Buyer as Buyer may direct and acknowledge it has no title in the Tooling and will not encumber it in any manner whatsoever, and hereby waives any lien claims it may have in the Tooling. The Tooling shall be defined as delivered to Buyer promptly and in accordance with Xxxxx's instructions, free and clear of any liens and without payment of any amount by Buyer. Supplier acknowledges that its failure to return the Tooling on demand will cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, Supplier will pay liquidated damages to Buyer in the amount of Five Hundred Thousand Dollars ($500.000.00) per day, plus all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, or other equipment which have been directly or indirectly purchased or provided by Par 4 Plastics, Inc. legal fees and any tooling that has been or will be created by Seller for costs associated with Buyer's enforcement of this section and the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plastics, Inc. All Tooling shall be the property recovery of the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the production of the Goods (and of its components) and that it will, on an ongoing and regular basis, continue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of such investigations, as Par 4 Plastics, Inc. may from time-to-time request.