Common use of BUYER’S PROPERTY Clause in Contracts

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Release, including without limitation any tooling, molds, machines, and other manufacturing equipment, shall remain the property of Buyer (“Buyer’s Property”) and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Seller, at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyer.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any toolingmaterials, prototype and production tools, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software and other manufacturing equipmentitems (together with any accessions, shall remain the property of appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title to any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and shall be segregated from Seller’s property and be individually marked and identified as Buyerdamage to Xxxxx’s Property. Buyer’s Property shall will at all times be exclusively properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of work this contract; will be deemed to be personal property; will be conspicuously marked by Seller for as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Buyer’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property shall and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be returned immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s expenseplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to Buyer at Buyer’s written requesttransport such property, or upon termination(ii) to any location designated by Buyer, cancellationin which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. In the event that such immediate release does not happen, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. on twenty-four (24) hours prior notice from Buyer to Seller, at Seller’s expense, agrees Buyer shall be given access by Seller to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss allow Buyer to take possession of same. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or damage thereto excepting normal wear; (ii) permit inspection other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by Buyer during normal business hours; and (iii) at or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s requestProperty, furnish Seller hereby grants to Buyer detailed inventory statements a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by law, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for to use such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Intellectual Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for BuyerRights.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any materials, prototype and production tooling, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software, and other manufacturing equipmentitems (together with any accessions, shall remain the property of appurtenances, modifications, repairs, refurbishments, and replacements thereof) (collectively, “Equipment”) furnished by Buyer, either directly or indirectly, to Seller, or manufactured or acquired by Seller for Buyer, to perform this Contract by Buyer (“Buyer’s Property”) will be and shall be segregated from remain the property of Xxxxx. All right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to Seller’s property limited right of use and be individually marked and identified possession of Buyer’s Property, as Buyer’s bailee-at-will, in connection with Seller’s manufacture of the Goods. If title to any Equipment subject to a Purchase Order has not otherwise passed to Buyer, title will pass to Buyer, free and clear of all liens, claims, security interests, and other encumbrances, immediately upon Buyer’s first payment to Seller relating to such Equipment, and such Equipment will then be deemed to be Buyer’s Property. Seller will bear all risk of loss of and damage to Xxxxx’s Property. Buyer’s Property shall will (a) at all times be exclusively properly housed and maintained by Seller, at its expense, (b) not be used by Seller for any purpose other than the performance of work this Contract; (c) be deemed to be personalty; (d) be conspicuously marked by Seller for as the property of Buyer. Buyer’s Property shall be returned by Seller, at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (iie) permit inspection not be commingled with the property of Buyer’s Property by Buyer during normal business hoursSeller or with that of a third person; and (iiif) at not be moved from Seller’s premises without Buyer’s prior written approval. Upon Buyer’s request, furnish Xxxxx’s Property will be immediately released to Buyer detailed inventory statements of Buyer’s Property. or delivered to Buyer by Seller, either: (A) FCA transport equipment at Seller’s expenseplant (Incoterms, shall be responsible for any needed upgrades2020), enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns properly packed and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property marked in accordance with the provisions requirements of the carrier selected by Buyer to transport such property, or (B) to any location designated by Buyer, in which case Buyer will pay to Seller the reasonable costs of delivering such property to such location. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER WAIVES ANY LIENS, CLAIMS, ENCUMBRANCES, INTERESTS OR OTHER RIGHTS THAT SELLER MIGHT OTHERWISE HAVE OR ASSERT ON OR WITH RESPECT TO ANY OF BUYER’S PROPERTY FOR WORK PERFORMED ON SUCH PROPERTY OR OTHERWISE. If Xxxxxx and Xxxxx dispute whether any property in Seller’s possession or control is Xxxxx’s Property, it will be considered Xxxxx’s Property pending resolution of the dispute and subject to this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items Section; provided that Seller purchases, acquires will retain any claim or develops right to manufacture Goods payment for Buyerdisputed amounts despite Seller’s relinquishment of possession of such property.

BUYER’S PROPERTY. All Unless otherwise expressly provided in the P.O., all Special Property (as such term is defined herein), and all tangible and intangible property furnished to Seller by Buyer, or based on or derived from Seller’s confidential or otherwise proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller's performance hereunder, and any replacement thereof, is and shall remain the exclusive property of Buyer furnished or made available to Seller for performance Buyer. For purposes of work under any Order or Releasethe P.O., including "Special Property" includes without limitation any toolinglimitation, dies, fixtures, molds, machinespatterns, and other manufacturing gauges, test equipment, information or similar items used in Seller's performance of the P.O. that are acquired for Seller's performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the Products or the rendering of the Services referenced in the P.O. Absent express written agreement to the contrary, the amounts charged by Seller pursuant to the P.O. shall remain the include payment for all Special Property. Hereinafter Special Property and all property furnished to Seller by Buyer are collectively referred to as "Buyer's Property." Seller shall not sell, encumber, transfer, assign, dispose of Buyer (“or modify Buyer’s Property”) 's Property and shall be segregated from not use Buyer's Property for any purpose other than in the performance of the P.O. without Buyer's prior written consent. At all times while Xxxxx's Property is in Seller’s property and be individually marked and identified as Buyer’s Property. Buyercustody or control, Xxxxx’s Property shall be exclusively used by held at Seller’s risk and fully insured at Seller’s expense at replacement cost with loss payable to Buyer, and Seller for performance of work by shall provide routine maintenance at its sole expense. Xxxxxx agrees that Xxxxx's Property shall remain personality and shall not become a fixture attached to realty. Seller for Buyershall allow Xxxxx's representative to inspect Xxxxx's Property upon Xxxxxx's premises at any time upon reasonable notice. Seller agrees to allow Buyer to file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s Property a part of public record. At any time upon the request of Xxxxx and in accordance with Xxxxx’s instructions, Seller shall be returned by Sellerprepare for shipment, at Seller’s expense, to Buyer at package and deliver Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s 's Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for BuyerF.O.B. Seller's business location.

BUYER’S PROPERTY. All property Seller shall not purchase for the account of Buyer furnished or made available charge to Seller for performance of work under Buyer any Order or Releasetools, including without limitation any toolingdies, jigs, molds, machinesfixtures, patterns or other equipment (collectively,"Tools") used or useable for producing Products pursuant to this Purchase Order, unless such Tools have been listed on Seller's invoice and other manufacturing equipment, shall remain the property of approved by Buyer (“Buyer’s Property”) in writing. Seller acknowledges that all Tools so approved and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used supplied by Seller for performance of work or fabricated by Seller for Buyer. , all Tools otherwise supplied by Buyer or its customer, and all Products returned by Buyer for repair or pending replacement (collectively, "Buyer’s Property 's Property") are and shall be returned owned by Buyer and Tools shall be used only for the Production of Products for Buyer. All rights, title, and interest in and to any part of Tooling to be paid for by the Buyer will vest immediately in Buyer as soon as the Tooling is acquired by the Seller or fabricated by the Seller in accordance with a Buyer Purchase Order. Seller shall have only temporary possession of Buyer's Property and shall deliver all or any part thereof to Buyer immediately upon demand or automatically upon any bankruptcy or insolvency filing or other event. Seller at its own expense shall keep all Buyer's Property in working condition and fully insured for the benefit of Buyer at all times while in Seller's possession, will keep it segregated from all other assets and labelled as being the property of Buyer, and will immediately sign and file any UCC-1 forms required by Buyer in respect thereof. Seller bears all responsibility for loss of and damage to any Buyers Property, including responsibility for loss and damage which occur despite Sellers exercise of reasonable care, but excluding normal wear and tear. Seller hereby grants to the Buyer the option of purchasing any Tools which are not Buyer Property and have been used exclusively for the manufacture of the Products, at Seller’s expense, to Buyer at Buyer’s written request, 's unamortized direct out of pocket cost. If Seller subcontracts all or upon termination, cancellation, or completion any portion of the applicable Order or Releasemanufacture of the Tools, unless otherwise agreed Seller shall so notify Buyer in writing advance and obtain for Buyer all of the rights contained in this Paragraph 17 from each such subcontractor used by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyer.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasetools, including without limitation any toolingjigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairs and refurbishments thereto, and other manufacturing equipmentreplacements thereof) and, shall in each case, all Intellectual Property Rights in the same, directly or indirectly furnished by Buyer, or for which Buyer has paid or agreed to pay (directly or through amortization in Product price) (collectively, “Buyer’s Property”), will be and remain the property of Buyer (“or Buyer’s Property”) customer, as applicable), and shall be segregated from Sellerall right, title and interest in Buyer’s property Property will remain with Buyer (or Buyer’s customer, as applicable). All replacement parts, additions, improvements and be individually marked and identified as accessories to Buyer’s Property will automatically become Buyer’s Property. Buyer’s Property shall be exclusively used Unless prohibited by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Sellerapplicable Law, Buyer may, at Seller’s expenseany time, to Buyer at Buyer’s written requestfor any reason and without payment of any kind, retake possession of or upon termination, cancellation, or completion request return of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements any of Buyer’s Property. SellerSeller will immediately release Buyer’s Property to Buyer (or its designee) upon request. Seller will bear all risk of loss of and damage to, at and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously mark Buyer’s Property (to identify same as Buyer’s Property and indicate Buyer’s or its customer’s name and address). Seller will not move Xxxxx’s Property from Seller’s expensepremises, shall be responsible commingle Buyer’s Property with Seller’s or a third party’s property or use Xxxxx’s Property for any needed upgradespurpose other than performance of the Agreement. Seller waives and will prevent from attaching any liens, enhancements claims, encumbrances or replacements other rights of Seller or any third party (other than Buyer’s customer, if applicable) in Buyer’s Property. To the extent any Intellectual Property Rights owned by or licensed to Seller are embodied in, or are otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such Intellectual Property Rights. AdditionallyBuyer has not made and does not make any warranty or representation whatsoever, if Seller purchaseseither express or implied, acquiresas to the condition, merchantability, design or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose operation of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller or its fitness for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyerparticular purpose.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or ReleaseOrder, including without limitation any tooling, molds, machines, and other manufacturing equipment, shall remain the property of Buyer (“Buyer’s Property”) and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Seller, at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or ReleaseOrder, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyer.

BUYER’S PROPERTY. All Unless otherwise expressly provided in this purchase order, all Special Property, and all tangible and intangible property furnished to Seller by Buyer, or based on or derived from Seller’s confidential or otherwise proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller's performance hereunder, and any replacement thereof, is and shall remain the exclusive property of Buyer furnished or made available to Seller for performance Buyer. For purposes of work under any Order or Releasethis purchase order, including "Special Property" includes without limitation any toolinglimitation, dies, fixtures, molds, machinespatterns, and other manufacturing gauges, test equipment, information or similar items used in Seller's performance of this purchase order that are especially acquired for Seller's performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the goods or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall remain the include payment for all Special Property. Hereinafter Special Property and all property furnished to Seller by Buyer are collectively referred to as "Buyer's Property." Seller shall not sell, encumber, transfer, assign, dispose of Buyer (“or modify Buyer’s Property”) 's Property and shall be segregated from not use Buyer's Property for any purpose other than in the performance of this purchase order without Xxxxx's prior written consent. At all times while Xxxxx's Property is in Seller’s property and be individually marked and identified as Buyer’s Property. Buyercustody or control, Xxxxx’s Property shall be exclusively used by held at Seller’s risk and fully insured at Seller’s expense at replacement cost with less payable to Buyer, and Seller for performance of work by shall provide routine maintenance at its expense. Seller for Buyeragrees that Xxxxx's Property shall remain personalty and shall not become a fixture attached to realty. Seller shall allow Xxxxx's representative to inspect Xxxxx's Property upon Xxxxxx's premises at any time upon reasonable notice. Seller hereby authorizes Buyer to file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s Property of public record. At any time upon the request of Xxxxx and in accordance with Xxxxx’s instructions, Seller shall be returned by Sellerprepare for shipment, at Seller’s expense, to Buyer at package and deliver Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s 's Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for BuyerF.O.B. Seller's business location.

BUYER’S PROPERTY. A. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasetooling, including without limitation any toolingdies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, machinesand documentation (including engineering specifications, and test reports) together with any accessories, attachments, parts, substitutions, replacements and appurtenances thereto and all related Intellectual Property Rights (defined below) used by Seller in connection with its production and sale of the Goods (collectively, "Tooling")and other manufacturing supplies, materials, machinery, equipment, shall drawings, photographic negatives and positives, artwork, copy layout, electronic data, consigned material for production or repair and other items furnished by Buyer (or Buyer’s Customers), either directly or indirectly, to Seller or to any sub-supplier of Seller in connection with or related to this Purchase Order, or for which Seller has been at least partially reimbursed by Buyer (collectively, “Bailed Property”) will be and remain the property of Buyer (“or Buyer’s Property”Customer(s), as applicable) and shall be segregated from held by Seller on a bailment-at-will basis. Seller will bear the risk of loss of and damage to Bailed Property and Seller’s property and , at its own expense, will keep Bailed Property fully insured for the benefit of Buyer. The Bailed Property will not be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used by Seller for any purpose other than the performance of work this Purchase Order, will be conspicuously marked by Seller for to identify it as the property of Buyer and indicate Buyer’s name and address, will not be commingled with the property of Seller or with that of a third person, and will not be moved from Seller’s premises without the prior written approval by Buyer. Buyer’s Seller will maintain a written inventory of all Bailed Property shall be returned by Sellerthat sets forth a description and the location of all Bailed Property, at Seller’s expense, and provide a copy of this inventory to Buyer at Buyer’s written upon request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s its expense, agrees to (i) maintain will maintain, repair and refurbish Bailed Property. All replacement parts, additions, improvements and accessories for such Bailed Property will automatically become Buyer’s Property in good condition and assume all risks and liability for loss property upon their incorporation into or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish attachment to Buyer detailed inventory statements of Buyer’s the Bailed Property. Any missing components of or inserts to any Bailed Property will be replaced by Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyer.

BUYER’S PROPERTY. All Unless otherwise stated to the contrary in this purchase order, all Special Property, and all tangible and intangible property furnished by Buyer to Seller, or based on or derived from Seller’s confidential or proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller’s performance of this purchase order, and any replacement thereof, is and shall remain the exclusive property of Buyer furnished or made available to Seller for performance Buyer. For purposes of work under any Order or Releasethis purchase order, including “Special Property” includes, without limitation any toolinglimitation, dies, fixtures, molds, machinespatterns, and other manufacturing gauges, test equipment, information or similar items used in Seller’s performance hereunder, that are especially acquired for Xxxxxx’s performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the goods or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall remain the include payment for all Special Property. Hereinafter, Special Property and all property furnished to Seller by Buyer are collectively referred to as “Buyer's Property.” Seller shall not sell, encumber, transfer, assign, dispose of Buyer (“or modify Buyer’s Property”) , and shall be segregated from not use Buyer’s Property for any purpose other than in the performance of this purchase order without Xxxxx’s prior written consent. At all times while Xxxxx’s Property is in Seller’s property and be individually marked and identified as Buyer’s Property. Buyercustody or control, Xxxxx’s Property shall be exclusively used by held at Seller’s risk and fully insured at Seller’s expense at replacement cost payable to Buyer, and Seller for performance of work by shall provide routine maintenance at its expense. Seller for Buyeragrees that Xxxxx’s Property shall remain personalty and shall not become a fixture attached to realty. Upon reasonable notice, Seller shall allow Xxxxx’s representative to inspect Buyer’s Property shall be returned by Seller, upon Xxxxxx’s premises at Seller’s expense, any time. Seller hereby authorizes Buyer to file a form UCC-1 financing statement or its equivalent to enable Buyer at to make its ownership rights in Buyer’s written requestProperty of public record. At any time upon the request of Xxxxx and in accordance with Xxxxx’s instructions, or upon terminationSeller shall prepare for shipment, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain package and deliver Buyer’s Property in good condition and assume all risks and liability at Seller’s cost F.O.B. Seller’s business location. If provision is made on the face of this order for the furnishing by the Buyer to the Seller of any materials to be used in connection with the performance of this order, title to any such material shall remain in Buyer. The risk of loss or damage thereto excepting normal wear; (ii) permit inspection to such materials from any other cause from the time of Buyer’s Property delivery to the Seller to the time of redelivery to the Buyer shall be borne by Buyer during normal business hours; Seller. Upon completion of this order, any of the materials furnished by Xxxxx and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements not consumed in performance of Buyer’s Property. Seller, at Seller’s expensethe order, shall be responsible for any needed upgrades, enhancements or replacements disposed of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraphinstructions from Buyer. Unless otherwise agreed upon When Buyer furnishes any material, in writingwhole or in part, Xxxxx shall have no obligation to reimburse Seller for the cost manufacture of parts or assemblies, Seller shall not substitute material from any items that other source nor shall Seller purchases, acquires alter its physical or develops chemical properties except in accordance with applicable Buyer specifications or except with Buyer’s written approval. All Electrostatic Discharge Sensitive Devices must be properly marked and labeled as such. Failure to manufacture Goods for Buyercomply will result in rejection of the parts upon receipt.

BUYER’S PROPERTY. All property of used by Seller in connection with this Agreement which is owned, furnished, charged to or paid for by Buyer furnished or made available to Seller for performance of work under any Order or Release, including without limitation any tooling, molds, machines, shall be and other manufacturing equipment, shall remain the property of Buyer (“Buyer’s Property”) subject to removal and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used inspection by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Seller, Buyer at Seller’s expense, any time without cost or expense to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. and Buyer shall have free access to Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily 's premises for the purpose of manufacturing Goods inspecting or removing such property. All such property shall be identified and marked as Buyer's property, used only for which Buyer owns or this Agreement and adequately insured by Seller at its expense for Buyer’s licensors own 's protection. Seller shall assume all liability for and maintain and repair such property and return the intellectual property rights for such Goods, then Seller hereby assigns and transfers same to Buyer the title in its original condition, reasonable wear and ownership of such itemstear expected, and when such property is no longer required hereunder, Seller shall furnish Buyer with a list thereof and shall comply with any intellectual property rights Buyer disposition instructions applicable thereto. Buyer shall not be obligated to pay any invoices until the first article produced there from shall have been received and specifications relating thereto accepted. Materials, excluding Government Property, furnished by Buyer on other than a charge basis in which Seller may have an interest, free and clear from all liens and encumbrances, and such items connection with this Agreement shall be treated held by Seller as bailee thereof. Seller agrees to pay Buyer’s Property in accordance replacement cost for all such material spoiled or otherwise not satisfactorily accounted for less a reasonable amount for scrap. Seller shall be a bailee of the Buyer’s property until the termination or expiration of the Agreement or Buyer requires Seller to return such property, whichever may occur first. As bailee, Seller is required to provide insurance for the Buyer’s property, pay any reasonable expenses associated with the provisions storage and maintenance of the Buyer’s property, and retain possession of the Buyer’s property throughout the execution of the Agreement, unless written permission is obtained from the Buyer. Seller covenants and warrants to Buyer that it will not permit or suffer any third party or parties to assert any liens of any nature against Buyer’s property, by any agreement, use the property as collateral in any secured transaction, or perfect any security interest in the same or otherwise encumber the property. The Seller will also indemnify, defend, and hold harmless Buyer, and all persons and entities of Buyer, from any and all damages and claims for damages arising out of this paragraphAgreement or in connection with the products manufactured or processed by the Seller using Buyer’s property. Unless otherwise agreed upon in writingThe Buyer and its agents shall not be liable for any injury, Xxxxx shall have no obligation to reimburse death or property damage arising form the use of the Buyer’s property. Seller will be liable for any loss or damage of the cost of Buyer’s property and provide a replacement value for any items that Seller purchases, acquires lost or develops to manufacture Goods for Buyerdamaged property.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any toolingmaterials, prototype and production tools, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software and other manufacturing equipmentitems (together with any accessions, shall remain the property of appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform this contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”) ), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Seller shall keep Xxxxx's goods free from all mortgages, charges or other encumbrances whatsoever. With regard to Buyer’s Property, Seller shall further: take out adequate insurance coverage against fire, theft, vandalism, natural disasters, tampering and other insurable risks of loss and damage; take care of and use it with the utmost care and carry out routine maintenance at its own expense; promptly report to Buyer with regard to any special repairs, replacements and reworking operations necessary, and Buyer shall make all decisions with regard to repairs, replacements or reworking operations, which shall be segregated from carried out at Buyer’s expense, unless they are due to accidents, acts of negligence or other causes ascribable to Seller’s property , in which case all expenses shall be borne by the Seller; and be individually marked comply with the instructions supplied by Buyer with regard to their return when the supply of the finished product for which they are used is over. Seller shall promptly pay to Buyer the full replacement value of any of Buyer's goods which are not returned or satisfactorily accounted for. Seller will bear all risk of loss of and identified as Buyerdamage to Xxxxx’s Property. Buyer’s Property shall will at all times be exclusively properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of work this contract; will be deemed to be personal property; will be conspicuously marked by Seller for as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Buyer’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Xxxxx, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller. In the event that such immediate release does not happen, on twenty-four (24) hours prior notice from Buyer to Seller, Buyer shall be returned given access by Seller, at Seller’s expense, Seller to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss allow Buyer to take possession of same. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or damage thereto excepting normal wear; (ii) permit inspection other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by Buyer during normal business hours; and (iii) at or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s requestProperty, furnish Seller hereby grants to Buyer detailed inventory statements a fully paid, irrevocable, non- exclusive, worldwide, perpetual to the maximum extent permitted by law, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for to use such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Intellectual Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for BuyerRights.

BUYER’S PROPERTY. All property of Buyer furnished used by Seller in connection with this order which Xxxxx owns and delivers to Seller, or made available to pays Seller for performance of work under any Order or Releasefor, including without limitation any toolingincluding, but not limited to, tools, dies, jigs, molds, machinespatterns, fixtures and other manufacturing equipmentequipment and any replacement thereof, shall be and remain the property of Buyer. For the avoidance of doubt, any tools, dies, jigs, molds, patterns, fixtures and equipment, and any replacement thereof, paid for by Buyer (“shall be owned by Buyer, notwithstanding any language to the contrary in any quotation, order acknowledgment or other documentation provided by Seller and Xxxxx’s Property”) issuance of any such purchase order and Seller’s acceptance of payments called for therein shall be conclusive evidence of such ownership. Buyer may elect, in its sole discretion, to do an annual reconciliation of all property of Xxxxx then in the possession or control of Seller. Materials supplied by Xxxxx in connection with this order shall at all times remain the absolute property of Xxxxx and shall be segregated from surrendered to Buyer upon demand. Buyer may remove or inspect such property at any time and Buyer shall have free access to Seller’s premises for such purposes. All property owned by Buyer shall be marked as Xxxxx’s property (including having tags affixed by Xxxxx, should it elect to do so in its sole discretion) and used only for performing Buyer’s orders. Seller shall maintain and repair such property and be individually marked return it to Buyer in its original condition, reasonable wear and identified as tear excepted, at the request of the Buyer. Should Seller fail or refuse to return any such property to Buyer promptly upon Xxxxx’s request, then at the sole option of Buyer, and without limiting Buyer’s Property. right to pursue any other remedies that Buyer may have against Seller as a result of Seller’s failure or refusal to return such property, whether at law or in equity: (i) Buyer may take any legal action necessary to recover such property (in which case Seller shall be required to reimburse Buyer for all of Buyer’s Property cost and expenses, including reasonable attorneys fees, incurred in connection therewith); or (ii) Seller shall be exclusively reimburse the full amount paid by Xxxxx for such property, together with interest thereon at the then current Westpac overdraft business rate plus four percent calculated from the date of Buyer’s payment for such property In addition, Seller hereby grants to Buyer an exclusive, irrevocable option to purchase at the then current book value any Seller owned tools, dies, jigs, molds, patterns, fixtures and equipment used by Seller for performance of work by Seller for Buyerexclusively to produce or manufacture Products. Buyer’s Property shall be returned by Seller, Buyer may exercise its option to purchase under this Section 11 at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion any time during the term of the applicable Order order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to within three (i3) maintain Buyer’s Property in good condition and assume all risks and liability for loss months after expiration or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyertermination thereof.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasetools, including without limitation any toolingjigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairs and refurbishments thereto, and other manufacturing equipmentreplacements thereof) and, shall in each case, all Intellectual Property Rights in the same, directly or indirectly furnished by Buyer, or for which Buyer has paid or agreed to pay (directly or through amortization in Product price) (collectively, “Buyer’s Property”), will be and remain the property of Buyer (“or Buyer’s Property”) customer, as applicable), and shall be segregated from Sellerall right, title and interest in Buyer’s property Property will remain with Buyer (or Buyer’s customer, as applicable). All replacement parts, additions, improvements and be individually marked and identified as accessories to Buyer’s Property will automatically become Buyer’s Property. Buyer’s Property shall be exclusively used Unless prohibited by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Sellerapplicable Law, Buyer may, at Seller’s expenseany time, to Buyer at Buyer’s written requestfor any reason and without payment of any kind, retake possession of or upon termination, cancellation, or completion request return of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements any of Buyer’s Property. SellerSeller will immediately release Buyer’s Property to Buyer (or its designee) upon request. Seller will bear all risk of loss of and damage to, at and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously xxxx Buyer’s Property (to identify same as Buyer’s Property and indicate Buyer’s or its customer’s name and address). Seller will not move Buyer’s Property from Seller’s expensepremises, shall be responsible commingle Buyer’s Property with Seller’s or a third party’s property or use Buyer’s Property for any needed upgradespurpose other than performance of the Agreement. Seller waives and will prevent from attaching any liens, enhancements claims, encumbrances or replacements other rights of Seller or any third party (other than Buyer’s customer, if applicable) in Buyer’s Property. To the extent any Intellectual Property Rights owned by or licensed to Seller are embodied in, or are otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property, to use such Intellectual Property Rights. AdditionallyBuyer has not made and does not make any warranty or representation whatsoever, if Seller purchaseseither express or implied, acquiresas to the condition, merchantability, design or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose operation of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller or its fitness for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyerparticular purpose.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Release, including without limitation any tooling, molds, machines, and other manufacturing equipment, shall remain the property of Buyer (“Buyer’s Property”) and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Seller, at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by XxxxxBuyer. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goodsrights, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx Buyer shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyer.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasetools, including without limitation any toolingjigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software and other items and materials (together with any accessions, appurtenances, modifications, repairs and refurbishments thereto, and other manufacturing equipmentreplacements thereof) and, shall in each case, all Intellectual Property Rights in the same, directly or indirectly furnished by Buyer, or for which Buyer has paid or agreed to pay (directly or through amortization in Product price) (collectively, “Buyer’s Property”), will be and remain the property of Buyer (“or Buyer’s Property”) customer, as applicable), and shall be segregated from Sellerall right, title and interest in Buyer’s property Property will remain with Buyer (or Buyer’s customer, as applicable). All replacement parts, additions, improvements and be individually marked and identified as accessories to Buyer’s Property will automatically become Buyer’s Property. Buyer’s Property shall be exclusively used Unless prohibited by Seller for performance of work by Seller for Buyer. Buyer’s Property shall be returned by Sellerapplicable Law, Buyer may, at Seller’s expenseany time, to Buyer at Buyer’s written requestfor any reason and without payment of any kind, retake possession of or upon termination, cancellation, or completion request return of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements any of Buyer’s Property. SellerSeller will immediately release Buyer’s Property to Buyer (or its designee) upon request. Seller will bear all risk of loss of and damage to, at and will insure (naming Buyer as loss payee), properly maintain and repair, and conspicuously xxxx Buyer’s Property (to identify same as Buyer’s Property and indicate Buyer’s or its customer’s name and address). Seller will not move Buyer’s Property from Seller’s expensepremises, shall be responsible commingle Buyer’s Property with Seller’s or a third party’s property or use Buyer’s Property for any needed upgradespurpose other than performance of the Agreement. Seller waives and will prevent from attaching any liens, enhancements claims, encumbrances or replacements other rights of Seller or any third party (other than Buyer’s customer, if applicable) in Buyer’s Property. Additionally, if To the extent any Intellectual Property Rights owned by or licensed to Seller purchases, acquiresare embodied in, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily are otherwise necessary for the purpose of manufacturing Goods for which Buyer owns or intended use of, any Buyer’s licensors own the intellectual property rights for such GoodsProperty, then Seller hereby assigns and transfers grants to Buyer the title and ownership of such itemsa fully paid, and any intellectual property rights and specifications relating thereto in which Seller may have an interestirrevocable, non-exclusive, worldwide, perpetual, royalty-free and clear from all liens and encumbranceslicense, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraphcuja ocorrência poderá interromper ou atrasar a produção da Compradora ou o desempenho da Vendedora sob este Contrato. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyer21.

BUYER’S PROPERTY. (A) All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any materials, tooling, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment and other manufacturing equipmentitems Buyer furnishes, shall either directly or indirectly, to Seller, or for which Buyer gives consideration to Seller in whole or in part ("Buyer's Property"), will be and remain the property of Buyer (“Buyer’s Property”) and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used held by Seller for performance of work by on a bailment basis. To the extent that the Purchase Order provides that Xxxxx will reimburse Seller for any specific items of Buyer's Property (such as tooling), Seller will purchase and pay for such Buyer's Property as agent of Buyer. To the extent that the Purchase Order provides that Seller will obtain any specific items of Buyer’s 's Property shall be returned (such as tooling) without separate or additional payment or reimbursement by Seller, at Seller’s expense, Seller acknowledges and agrees that Xxxxx's issuance of the Purchase Order is good and sufficient consideration for such Xxxxx's Property and that title to such Buyer's Property shall vest immediately in Buyer and be held by Seller pursuant to this Article. Seller shall assign to Buyer at Buyer’s written request, any Purchase Order rights or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed claims in writing by which Seller has an interest with respect to Xxxxx's Property. Seller, at Seller’s expense, agrees to Seller shall also execute (i) maintain any bills of sale or other documents of conveyance Buyer requests to evidence the transfer to Buyer of title to any Buyer’s Property in good condition 's Property, related Purchase Order rights and assume all risks claims and liability for loss or damage thereto excepting normal wear; (ii) permit inspection any financing statements or other documents Buyer requests to evidence Buyer's ownership of Buyer’s 's Property. Title to all replacement parts, additions, improvements and accessories purchased by Seller will vest in Buyer immediately upon attachment to or incorporation into Buyer's Property. Seller will not sell, lend, rent, encumber, pledge, lease, transfer or otherwise dispose of Xxxxx's Property. Furthermore, Seller will not assert, or permit any person claiming an interest through Seller to assert, any claims of ownership to or any other interest in Xxxxx's Property. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on or in any of Buyer's Property by for work performed on such property or otherwise. Goods manufactured based on Buyer's drawings and/or specifications may not be used for Seller's own use or sold to third parties without Buyer's express written authorization; (B) While Buyer's Property is in Seller's possession and until Seller delivers Buyer's Property per the Purchase Order, Seller bears the risk of loss and damage to Buyer's Property. Seller will be responsible for the cost of repairing or replacing Xxxxx's Property if it is damaged or destroyed regardless of cause or fault. Seller will at all times: (a) regularly inspect, maintain in good condition, and repair Buyer's Property at Seller's own expense, (b) use Buyer's Property only for the performance of the Purchase Order, (c) deem Buyer's Property to be personal property, (d) conspicuously mark Buyer's Property as the property of Buyer during normal business hours; and maintain such markings, (e) not commingle Buyer's Property with the property of Seller or with that of a third party, (f) not move Buyer's Property from Seller's premises without Buyer's written approval, and (iiig) use Buyer's Property in compliance with Buyer's or the manufacturer's instructions and in compliance with all federal, state and local laws, ordinances and regulations. Buyer will have the right to enter Seller's premises at all reasonable times to inspect Buyer’s request's Property and Xxxxxx's records with respect thereto. Seller agrees that Buyer has the right, furnish at any time and from time to Buyer detailed inventory statements time, with or without reason and without payment of any kind, to retake possession of or request the return of Buyer's Property; (C) If, because of Buyer’s Property. , Buyer is assessed any loss, damage, injury or expense of any kind or nature by its customer(s) due to any error, omission or any other failure or negligence on the part of Seller, at Seller’s Seller shall be liable for said loss, damage, injury or expense, shall be responsible including, without limitation, the repair, service or adjustment thereof, or by any interruption of service or for any needed upgradesloss of business whatsoever or howsoever caused, enhancements including, without limitation, any loss of anticipatory damages, profits or replacements of Buyer’s Property. Additionallyany other indirect, if Seller purchases, acquires, special or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyerconsequential damages.

BUYER’S PROPERTY. All property of Buyer furnished used by Supplier in connection with the Purchase Order which is owned, furnished, charged to or made available to Seller paid for performance of work under any Order or Releaseby Buyer, including without limitation any toolingincluding, but not limited to, materials, tools, dies, jigs, molds, machinespatterns, fixtures, equipment, drawings and other technical information, information provided or stored on electronic media, computer software, specifications, and other manufacturing equipmentany replacement thereof, shall be and remain the property of Buyer (“Buyer’s Property”) property and shall be segregated from Seller’s property subject to removal and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used inspection by Seller for performance of work by Seller for Buyer at any time without cost or expense to Buyer. BuyerBuyer shall have free access to Supplier’s Property shall be returned by Seller, at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily premises for the purpose of manufacturing Goods inspecting or removing such property. Supplier shall identify and mark all such property as Xxxxx’s property, use such property only to perform its obligations under the Purchase Order, and adequately insure such property at Supplier’s expense for which Buyer owns or Buyer’s licensors own protection. Supplier shall assume all liability for and maintain and repair such property and return the intellectual property rights for such Goods, then Seller hereby assigns and transfers same to Buyer in its original condition, reasonable wear and tear excepted. When such property is no longer required to perform Supplier’s obligations under the title Purchase Order, Supplier shall furnish Buyer with a list thereof and ownership comply with any disposition instructions provided by Buyer. Buyer shall not be obligated to pay for tooling unless such obligation is expressly set forth on the face of such itemsthe Purchase Order, and any intellectual property rights in no event shall Buyer be required to pay for tooling until after the first article produced therefrom has been inspected and specifications relating thereto shipped by Supplier and received, inspected and accepted by Xxxxx. Materials furnished by Buyer on other than a change basis in which Seller may have an interest, free and clear from all liens and encumbrances, and such items connection with the Purchase Order shall be treated deemed to be held by Seller Supplier as Buyerbailee thereof. Supplier agrees to pay Xxxxx’s Property in accordance with the provisions of this paragraph. Unless replacement cost for all such material spoiled or otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller not satisfactorily accounted for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyeras scrap loss.

BUYER’S PROPERTY. a. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any toolingmaterials, tools, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment and other manufacturing equipmentitems furnished by Buyer, either directly or indirectly, to Seller to perform Seller’s obligations to Buyer, or for which Seller has been reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller on a bailment basis (“Buyer’s Property”) ). Seller shall bear the risk of loss of and shall be segregated from Seller’s property and be individually marked and identified as damage to Buyer’s Property. Buyer’s Property shall at all times be exclusively properly housed and maintained by Seller, at its expense, shall not be used by Seller for any purpose other than the performance of work Seller’s obligations to Buyer; shall be deemed to be personalty; shall be conspicuously marked by Seller for as the property of Buyer; shall not be commingled with the property of Seller or with that of a third person; and shall not be moved from Seller’s premises without Buyer’s prior written approval. Unless otherwise agreed to in writing by Buyer, Seller at its own expense shall keep the Buyer's Property in good condition and repair, including repair necessitated by wear and tear and other usage by Seller. In the event that it becomes necessary, as determined by either Buyer or Seller, to replace the Buyer's Property due to normal use by the Seller, or otherwise, said replacement of Buyer's Property shall be at the sole expense of the Seller and said replacement Buyer's Property shall remain the property of the Buyer. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property and Seller’s records with respect thereto. Upon the request of Buyer, Buyer’s Property shall be returned immediately released to Buyer or delivered to Buyer by Seller, either (i) F.O.B. transport equipment at Seller’s expenseplant, properly packed and marked in accordance with the requirements of the carrier selected by Buyer to Buyer at transport Buyer’s written requestProperty, or upon termination(ii) to any location designated by Buyer, cancellation, or completion in which event Buyer shall pay to Seller the reasonable costs of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain delivering such Buyer’s Property in good condition and assume all risks and liability for loss to such location. When permitted by law, Seller waives any lien or damage thereto excepting normal wear; (ii) permit inspection other rights that Seller might otherwise have on any of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as work performed on Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyerotherwise.

BUYER’S PROPERTY. (A) All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any materials, tooling, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment and other manufacturing equipmentitems Buyer furnishes, shall either directly or indirectly, to Seller, or for which Buyer gives consideration to Seller in whole or in part ("Buyer's Property"), will be and remain the property of Buyer (“Buyer’s Property”) and shall be segregated from Seller’s property and be individually marked and identified as Buyer’s Property. Buyer’s Property shall be exclusively used held by Seller for performance of work by on a bailment basis. To the extent that the Purchase Order provides that Xxxxx will reimburse Seller for any specific items of Buyer's Property (such as tooling), Seller will purchase and pay for such Buyer's Property as agent of Buyer. To the extent that the Purchase Order provides that Seller will obtain any specific items of Buyer’s 's Property shall be returned (such as tooling) without separate or additional payment or reimbursement by Seller, at Seller’s expense, Seller acknowledges and agrees that Xxxxx's issuance of the Purchase Order is good and sufficient consideration for such Xxxxx's Property and that title to such Buyer's Property shall vest immediately in Buyer and be held by Seller pursuant to this Article. Seller shall assign to Buyer at Buyer’s written request, any Purchase Order rights or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed claims in writing by which Seller has an interest with respect to Xxxxx's Property. Seller, at Seller’s expense, agrees to Seller shall also execute (i) maintain any bills of sale or other documents of conveyance Buyer requests to evidence the transfer to Buyer of title to any Buyer’s Property in good condition 's Property, related Purchase Order rights and assume all risks claims and liability for loss or damage thereto excepting normal wear; (ii) permit inspection any financing statements or other documents Buyer requests to evidence Xxxxx's ownership of Buyer’s 's Property. Title to all replacement parts, additions, improvements and accessories purchased by Seller will vest in Buyer immediately upon attachment to or incorporation into Buyer's Property. Seller will not sell, lend, rent, encumber, pledge, lease, transfer or otherwise dispose of Xxxxx's Property. Furthermore, Seller will not assert, or permit any person claiming an interest through Seller to assert, any claims of ownership to or any other interest in Xxxxx's Property. When permitted by law, Seller waives any lien or other rights that Seller might otherwise have on or in any of Buyer's Property by for work performed on such property or otherwise. Goods manufactured based on Buyer's drawings and/or specifications may not be used for Seller's own use or sold to third parties without Buyer's express written authorization; (B) While Buyer's Property is in Seller's possession and until Seller delivers Buyer's Property per the Purchase Order, Seller bears the risk of loss and damage to Buyer's Property. Seller will be responsible for the cost of repairing or replacing Xxxxx's Property if it is damaged or destroyed regardless of cause or fault. Seller will at all times: (a) regularly inspect, maintain in good condition, and repair Buyer's Property at Seller's own expense, (b) use Buyer's Property only for the performance of the Purchase Order, (c) deem Buyer's Property to be personal property, (d) conspicuously mark Buyer's Property as the property of Buyer during normal business hours; and maintain such markings, (e) not commingle Buyer's Property with the property of Seller or with that of a third party, (f) not move Buyer's Property from Seller's premises without Buyer's written approval, and (iiig) use Buyer's Property in compliance with Buyer's or the manufacturer's instructions and in compliance with all federal, state and local laws, ordinances and regulations. Buyer will have the right to enter Seller's premises at all reasonable times to inspect Buyer’s request's Property and Xxxxxx's records with respect thereto. Seller agrees that Buyer has the right, furnish at any time and from time to Buyer detailed inventory statements time, with or without reason and without payment of any kind, to retake possession of or request the return of Buyer's Property; (C) If, because of Buyer’s Property. , Buyer is assessed any loss, damage, injury or expense of any kind or nature by its customer(s) due to any error, omission or any other failure or negligence on the part of Seller, at Seller’s Seller shall be liable for said loss, damage, injury or expense, shall be responsible including, without limitation, the repair, service or adjustment thereof, or by any interruption of service or for any needed upgradesloss of business whatsoever or howsoever caused, enhancements including, without limitation, any loss of anticipatory damages, profits or replacements of Buyer’s Property. Additionallyany other indirect, if Seller purchases, acquires, special or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyerconsequential damages.

BUYER’S PROPERTY. All property of Buyer furnished used by Seller in connection with this order which Xxxxx owns and delivers to Seller, or made available to pays Seller for performance of work under any Order or Releasefor, including without limitation any toolingincluding, but not limited to, tools, dies, jigs, molds, machinespatterns, fixtures and other manufacturing equipmentequipment and any replacement thereof, shall be and remain the property of Buyer. For the avoidance of doubt, any tools, dies, jigs, molds, patterns, fixtures and equipment, and any replacement thereof, paid for by Buyer shall be owned by Buyer, notwithstanding any language to the contrary in any quotation, order acknowledgment or other documentation provided by Seller and Xxxxx’s issuance of any such purchase order and Seller’s acceptance of payments called for therein shall be conclusive evidence of such ownership. Buyer may elect, in its sole discretion, to do an annual reconciliation of all property of Xxxxx then in the possession or control of Seller. Buyer may remove or inspect such property at any time and Buyer shall have free access to Seller’s premises for such purposes. All property owned by Buyer shall be marked as Xxxxx’s property (“including having tags affixed by Xxxxx, should it elect to do so in its sole discretion) and used only for performing Buyer’s Property”orders. Seller shall maintain and repair such property and return it to Buyer in its original condition, reasonable wear and tear excepted, at the request of the Buyer. Should Seller fail or refuse to return any such property to Buyer promptly upon Xxxxx’s request, then at the sole option of Buyer, and without limiting Buyer’s right to pursue any other remedies that Buyer may have against Seller as a result of Seller’s failure or refusal to return such property, whether at law or in equity: (i) and Buyer may take any legal action necessary to recover such property (in which case Seller shall be segregated from Seller’s property and be individually marked and identified as required to reimburse Buyer for all of Buyer’s Property. cost and expenses, including reasonable attorneys fees, incurred in connection therewith); or (ii) Seller shall reimburse the full amount paid by Xxxxx for such property, together with interest thereon at the then current prime lending rate plus four percent calculated from the date of Buyer’s Property shall be exclusively payment for such property. In addition, Seller hereby grants to Buyer an exclusive, irrevocable option to purchase at the then current book value any Seller owned tools, dies, jigs, molds, patterns, fixtures and equipment used by Seller for performance of work by Seller for Buyerexclusively to produce or manufacture Products. Buyer’s Property shall be returned by Seller, Buyer may exercise its option to purchase under this Section 11 at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion any time during the term of the applicable Order order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to within three (i3) maintain Buyer’s Property in good condition and assume all risks and liability for loss months after expiration or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyertermination thereof.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any toolingmaterials, prototype and production tools, jigs, dies, gauges, fixtures, molds, machinespatterns, equipment, related software and other manufacturing equipmentitems (together with any accessions, shall remain the property of appurtenances, modifications, repairs, refurbishments and replacements thereof) furnished by Buyer, either directly or indirectly, to Seller to perform this Contract, or for which Seller has been paid (other than through piece price amortization) by Buyer (“Buyer’s Property”), will be and remain the property of Buyer, and all right, title and interest in Xxxxx’s Property will remain with Buyer, subject only to the limited right of possession granted to Seller under this Section. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Buyer’s Property has not otherwise passed to Buyer, title will pass to Buyer immediately upon completion of Buyer’s production part approval process (PPAP) for such property or the date Buyer first makes any payment to Seller relating to such property, whichever comes first. Seller will bear all risk of loss of and shall be segregated from Seller’s property and be individually marked and identified as Buyerdamage to Xxxxx’s Property. Buyer’s Property shall will at all times be exclusively properly housed and maintained by Seller, at its expense, will not be used by Seller for any purpose other than the performance of work this Contract; will be deemed to be personalty; will be conspicuously marked by Seller for as the property of Buyer; will not be commingled with the property of Seller or with that of a third person; and will not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer and its designees will have the right to enter Seller’s premises at all reasonable times to inspect Buyer’s Property shall and Seller’s records with respect thereto. Upon the request of Buyer, Xxxxx’s Property will be returned immediately released to Buyer or delivered to Buyer by Seller, either (i) FCA transport equipment at Seller’s expenseplant (Incoterms 2010), properly packed and marked in accordance with the requirements of the carrier selected by Buyer to Buyer at Buyer’s written requesttransport such property, or upon termination, cancellation, or completion of the applicable Order or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. To the fullest extent permitted by law, Seller waives any liens, claims, encumbrances, interests or other rights that Seller might otherwise have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by Buyer during normal business hours; and (iii) at or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s requestProperty, furnish Seller hereby grants to Buyer detailed inventory statements a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by law, royalty-free license, with the right to grant sublicenses as necessary for any use of Buyer’s Property. Seller, at Seller’s expense, shall be responsible for any needed upgrades, enhancements or replacements of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for to use such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Intellectual Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for BuyerRights.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or ReleaseAny and all specifications, including without limitation any drawings, documents, software, databases, tooling, molds, machines, and other manufacturing test equipment, shall remain the property of jigs, dies, fixtures, materials or other items which are supplied by Buyer, are directly paid for by Buyer or for which Buyer reimburses Seller (“Buyer’s Property”) and shall be segregated from and remain exclusively owned by Buyer and Buyer shall have the right to repossess them without being liable to Seller for damages of any sort. Seller authorizes Buyer to file any and all appropriate documentation (including UCC financing statements) without Seller’s property and be individually marked and identified as 's signature to acknowledge Xxxxx's rights to Buyer’s Property. Seller will not sell, pledge, transfer or remove any Buyer’s Property from Seller’s worksite, and Seller shall not dispose of any such items without Buyer’s written consent. All such Buyer’s Property shall be exclusively used by Seller for only in the performance of work by under this order, unless Xxxxx otherwise consents in writing. Seller for shall prominently mark all such items as the property of Buyer. Buyer’s Property Seller shall be returned by Seller, at Seller’s expense, to Buyer at Buyer’s written request, or upon termination, cancellation, or completion of also mark such items with the applicable Order or Release, unless otherwise agreed in writing by Xxxxxcorresponding drawing number. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection of Buyer’s Property by Buyer during normal business hours; and (iii) at Buyer’s request, furnish to Buyer detailed inventory statements of Buyer’s Property. Seller, at Seller’s expense, Seller shall be responsible for any needed upgradesand all loss of or damage to Xxxxx’s Property within Seller’s custody or control, enhancements normal wear and tear excepted, until return delivery to Buyer’s premises is complete. The provisions of this Article 6 shall survive delivery of and payment for Seller’s products, goods, materials and/or services, and remain in full force until all said Buyer’s Property is delivered to Buyer or replacements otherwise disposed of in accordance with Xxxxx’s written instructions. Seller uses Buyer’s Property at its own risk and Seller shall without limitation as to time indemnify and save Buyer harmless from all claims which may be asserted against said property, including without limitation mechanic’s lien or claims arising under Workmen’s Compensation or Occupational Disease laws, and from all claims for injury to persons or property arising out of or related to such Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or unless such are caused solely and directly by Buyer’s licensors own the intellectual property rights for such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for Buyernegligence.

BUYER’S PROPERTY. All property of Buyer furnished or made available to Seller for performance of work under any Order or Releasesupplies, including without limitation any toolingmaterials, prototypes and production tools, jigs, dies, gauges, fixtures, molds, machinespatterns, casting patterns, cavities, equipment, software, drawings, documentation, engineering specifications, PPAP submissions and information and test reports, manufacturing aides, test and assembly fixtures, and other manufacturing equipmentitems, shall remain in each case together with any accessions, attachments, parts, accessories, substitutions, appurtenances, modifications, repairs, refurbishments and replacements thereof and all intellectual property rights contained therein, furnished by or on behalf of Buyer, either directly or indirectly, to Seller, or paid by Buyer through the property of Buyer piece price or in a Purchase Order (“Buyer’s Property”) ), is and shall remain the exclusive property of Buyer, and all right, title and interest in and to Buyer’s Property will remain with Buyer, subject only to the limited right of possession and use granted to Seller under this Section. Xxxxxx holds Xxxxx’s Property as a bailee at will for the benefit of Buyer. If any tooling that is Buyer’s Property does not fully comply with this Contract or otherwise does not meet Buyer’s quality standards, Buyer shall not be segregated from obligated to pay for such tooling and all amounts paid by Buyer shall be promptly refunded to Buyer by Seller. Seller will bear all risk of loss of and damage to Xxxxx’s Property, regardless of whether Buyer’s Property is located on Seller’s property and be individually marked and identified as Buyerpremises or Seller’s Propertysupplier’s or subcontractor’s premises. Buyer’s Property shall will at all times be exclusively used properly housed by Seller or its suppliers or subcontractors (as approved in writing in advance by Xxxxx), insured and maintained by Seller in good condition all at Seller’s expense. Seller will replace or repair any such Buyer Property when lost, stolen, damaged, worn, deteriorated or destroyed. Seller will ensure that neither Seller, its suppliers or subcontractors will use Buyer’s Property for any purpose other than the performance of work by Seller for Buyerthe Contract. Buyer’s Property shall will: (i) be returned deemed to be personalty; (ii) be conspicuously marked by Seller as the property of Buyer; (iii) not be commingled with the property of Seller or with that of a third person; and (iv) not be moved from Seller’s premises without Xxxxx’s prior written approval. Buyer will, at any time, have the right to immediate possession of Xxxxx’s Property, on Xxxxx’s demand. If title in any Buyer’s Property has not otherwise passed to Buyer, title will pass as specified in the Contract. Upon the request of Buyer, Xxxxx’s Property will be immediately released to Buyer or delivered to Buyer by Seller, either: (i) via Buyer’s selected carrier, at Seller’s expenseplant (as per the Incoterms 2020 stipulated in the Purchase Order or as otherwise agreed between Seller and Buyer), to Buyer at Buyer’s written request, or upon termination, cancellation, or completion properly packed and marked in accordance with the requirements of the applicable Order carrier; or Release, unless otherwise agreed in writing by Xxxxx. Seller, at Seller’s expense, agrees to (i) maintain Buyer’s Property in good condition and assume all risks and liability for loss or damage thereto excepting normal wear; (ii) permit inspection to any location designated by Buyer, in which event Buyer will pay to Seller the reasonable costs of delivering such property to such location. If any of Buyer’s Property is deemed not owned by Buyer during normal business hours; and (iii) at Xxxxx, Seller hereby assigns such Buyer’s request, furnish Property to Buyer detailed inventory statements of and grants Buyer a purchase money security interest in and to all Buyer’s Property. Seller, at Sellerupon request from Xxxxx, will reasonably cooperate in any act necessary to achieve such assignment or perfect or otherwise establish the priority of such interest, including identifying the date on which Seller takes possession of Buyer’s expenseProperty and the filing of applicable financing statements To the fullest extent permitted by Law, shall be responsible Seller waives any liens, claims, encumbrances, interests or other rights that Seller might have or assert on or with respect to any of Buyer’s Property for work performed on such property or otherwise. To the extent any Intellectual Property Rights owned by or licensed to Seller is embodied in, or is otherwise necessary for the intended use of, any Buyer’s Property, Seller hereby grants to Buyer a fully paid, irrevocable, non-exclusive, worldwide, perpetual to the maximum extent permitted by Law, royalty-free license, with the right to grant sublicenses as necessary for any needed upgrades, enhancements or replacements use of Buyer’s Property. Additionally, if Seller purchases, acquires, or develops any specialized or custom tooling, molds, machines, or other manufacturing equipment, primarily for the purpose of manufacturing Goods for which Buyer owns or Buyer’s licensors own the intellectual property rights for to use such Goods, then Seller hereby assigns and transfers to Buyer the title and ownership of such items, and any intellectual property rights and specifications relating thereto in which Seller may have an interest, free and clear from all liens and encumbrances, and such items shall be treated by Seller as Buyer’s Intellectual Property in accordance with the provisions of this paragraph. Unless otherwise agreed upon in writing, Xxxxx shall have no obligation to reimburse Seller for the cost of any items that Seller purchases, acquires or develops to manufacture Goods for BuyerRights.