TRANSITION OF SUPPLY. In connection with the expiration, cancellation or termination of the Purchase Order by either Buyer or Seller, in whole or in part, for any or no cause (including, without limitation, Buyer’s decision to change to an alternate source for manufacture of the goods in question, including but not limited to a Buyer- owned or -operated facility), Seller will cooperate in the transition of supply. Seller will continue production and delivery of all goods and services as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s). Subject to Seller’s reasonable capacity constraints, Seller will provide special overtime production, storage and/or management of extra inventory of the goods or services, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing. If resource of the goods or services occurs for reasons other than Seller’s termination or breach, Buyer will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that, upon request, Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx will pay the agreed portion to Seller and pay the disputed portion into third-party escrow for disbursement after the dispute has been resolved.
TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts.
16.2 If the resourcing of the Supplies occurs for reasons other than in connection with a termination for Cause or at the request of Seller, Buyer shall, at the end of the transition period, pay Seller’s reasonable out of pocket cost of Transition Support as requested, provided that upon Xxxxx’s request, Seller has advised Buyer prior to incurring such amounts of its good faith estimate of such costs. If the parties disagree on the cost of Transition Support, Buyer shall pay the undisputed portion to Seller and the remaining portion, if any, promptly following the binding determination by an arbitrator t...
TRANSITION OF SUPPLY. In connection with termination of this Contract or Company’s decision to change to an alternate source of supply, Seller will cooperate in the transition of supply, including the following (collectively, “Transition Support”): (a) Seller will continue delivery of all Products and/or Services as ordered by Company, at the prices and other terms stated in this Contract, without premium or other condition, during the entire period reasonably needed by Company to complete the transition to the alternate supplier(s), such that Seller’s action or inaction causes no interruption in Company’s ability to obtain Products and/or Services as needed; and (b) subject to Seller’s reasonable capacity constraints, Seller will provide special services as expressly requested by Company in writing. If the transition occurs for reasons other than Seller’s breach, Company will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that Seller has advised Company of its estimate of such amounts and obtained Company’s prior written consent prior to incurring such amounts. Any costs incurred by Seller without Company’s prior written consent shall be for Seller’s account.
TRANSITION OF SUPPLY. Upon expiration or termination of the Purchase Order for any reason, Seller will cooperate with the Buyer to help avoid production disruptions while the production of the Goods is being resourced to another supplier. To the extent requested by the Buyer, and at no cost to Buyer, Seller will: (a) work diligently with the Buyer to identify an alternative source of supply that is acceptable to the Buyer; and (b) promptly provide all requested information and documentation regarding, and access to, Seller’s manufacturing process, including identifying Seller’s component-part and raw-material suppliers relating to the Goods. In addition, the Supplier will supply the Buyer at the prices and other terms stated in this Order during the transition period to the new supply source. If a transition period longer than 6 months is required, the Buyer and the Supplier will negotiate in good faith on the terms and conditions of any longer transition period.
TRANSITION OF SUPPLY. Upon Xxxxx’s request, Seller will cooperate and assist in Buyer’s preparation for transition of supply of the Goods upon expiration or earlier termination of this Contract, including by: (a) continuing production and delivery of the Goods, at the prices, quantities and on the other terms stated in this Contract, without premium or other condition, during the remaining term of the Contract or such further period reasonably needed by Buyer to complete the transition to an alternate supplier(s), including by providing a sufficient bank of Goods in order to prevent any interruptions in Buyer’s supply of the Goods; (b) to the extent consistent with Seller’s reasonable capacity constraints, providing overtime production, storage and/or management of extra inventory, extraordinary packaging and transportation and other special services at prices and subject to other terms as reasonably agreed upon by the parties (but in no event at prices greater than necessary to cover Seller’s actual incremental costs of any production or services in excess of those required by this Contract); (c) selling to Buyer, at Seller’s cost, any or all inventory and/or work-in-process relating to this Contract; and (d) at no cost to Buyer (i) promptly providing all requested information and documentation regarding the Goods and Seller’s manufacturing process, including bill-of-material data, tooling and process detail and samples of the Goods and components, (ii) allowing Buyer to conduct on-site inspections of Seller’s operations, (iii) assigning to Buyer any or all supply contracts or orders for raw material or components necessary for the manufacture or supply of the Goods under this Contract, and
TRANSITION OF SUPPLY. In connection with Buyer’s termination or non- renewal of this Order, or Buyer’s other decision to source the Goods from any alternate supplier(s), Seller shall cooperate with Buyer in the transition of supply of the Goods, including the following: (
a) Seller shall continue production and delivery of all Goods as ordered by Buyer, at the prices and other terms stated in an Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s), such that Seller’s action or inaction causes no interruption in Buyer’s ability to obtain the Goods as needed; (b) at no cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing process, including on-site inspections, bill-of-material, Data, tooling and process detail and samples of the Goods and components; and (c) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage, delivery, and/or management of extra inventory of the Goods (parts bank), extraordinary packaging and transportation and other special services (collectively “Transition Support”) as expressly requested by Buyer in writing. If the transition of supply occurs for reasons other than Seller’s default, Transition Support requested by Xxxxx and incurred by Seller, provided that Buyer must approve Seller’s estimate of such costs in writing prior to Seller incurring such costs.
TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Purchase Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or operated facility) whether in response to Seller’s request or otherwise, Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering the Supplies to Buyer. Seller shall: (i) continue production and delivery of all the Supplies as ordered by Xxxxx, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s) (“Transition Support”); (ii) at and any other Seller property (including all pertinent documents, data and other information within the supply chain) related to the Purchase Order for the purpose of verifying Seller’s costs and its compliance with or its ability to perform its obligations under the Purchase Order. Seller shall provide, without additional charge, all reasonable facilities and assistance. no additional cost to Buyer, promptly provide all requested
TRANSITION OF SUPPLY. After termination, expiration or cancellation of the PO and/or these T & Cs, Purchaser may purchase the Services and/or Goods from another seller. Seller shall cooperate in the transition to such other seller including continuing production and delivery as directed by Xxxxxxxxx, in compliance with these T & Cs and the PO. Seller will provide overtime production, storage and/or management of extra inventory, extraordinary packaging and transportation and other special services reasonably requested by Purchaser in writing. At no additional cost to Purchaser, Seller will promptly provide all reasonably requested information, documentation, and samples, and access to Seller’s manufacturing process; provided, however, that Seller shall not be required to provide Purchaser or its new seller with transition assistance that would require the disclosure of demonstrably confidential or proprietary information of Seller. Upon request, Xxxxxx will return all of Purchaser’s property in as good condition as when received by Seller (reasonable wear and tear excepted). If re-sourcing occurs for reasons other than Seller’s termination or breach, Purchaser will, at the end of the transition period, pay Seller’s reasonable, documented costs provided that, upon request, Seller has advised Purchaser prior to incurring such amounts of its estimate of such costs.
TRANSITION OF SUPPLY. In connection with Buyer’s termination or non-renewal of the Purchase Order, Seller will cooperate with Buyer in the transition of supply of the Goods and/or the Services, including the following:
(i) Seller will continue production and delivery of all Goods and/or Services as ordered by Buyer, at the prices and other terms stated in the Purchase Order during the period reasonably needed by Buyer to complete the transition to the alternate supplier to avoid any interruption in Buyer’s ability to obtain the Goods and/or Services as needed; and (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide overtime production as requested by Buyer. Buyer and Seller shall agree on the reasonable and actual cost of any overtime production requested by Buyer.
TRANSITION OF SUPPLY. In connection with termination of the Purchase Order by either party (including Buyer’s decision to change to an alternate Supplier), Seller will cooperate in the transition of supply, including the following: (1) Seller will continue production and delivery of all Products as ordered by Buyer, at the prices and other terms stated in the Purchase Order, without premium or other conditions, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier, such that Seller’s action or inaction causes no interruption in Buyer’s ability to obtain Products as needed; (2) Seller will promptly provide all information and documentation reasonably requested by Buyer regarding Seller’s manufacturing process for the Products including on-site inspections, bill of material data, tooling, process detail and samples of components; and (3) If the transition occurs for reasons other than Seller’s termination or breach, Buyer will, at the end of the transition period, pay the reasonable, actual cost of transition support as requested and incurred, provided that Seller has advised Buyer prior to incurring such amounts of its estimates of such costs. Buyer shall have the right to audit the records of Seller to verify transition support expenses.
