Common use of Components and Services Clause in Contracts

Components and Services. The Members may, at the request of the JVC, supply the JVC with supplies, parts and services for use in the design, development or manufacture of Licensed Products as well as products of the Businesses. Such supplies, parts and services will be supplied to the JVC through a purchase order or agreement, and at all times consistent with the JVC’s goal of delivering the highest quality products and services for the lowest competitive price. (a) It was the intention of the parties in the Original Agreement for the JVC to utilize the manufacturing capabilities (including the properties, plant, equipment and employees) of SVAC to manufacture, assemble and test Licensed Products, and for SVAC to provide air blast injectors and air and fuel rail assemblies to the JVC pursuant to the terms and conditions of the Siemens Supply Agreement. The JVC was entitled to utilize SVAC’s manufacturing capabilities (including SVAC’s properties, plant, equipment and employees) from the time of the JVC’s formation until the time that the JVC’s manufacturing volume or activities required a separate facility or significant equipment expansion, as determined by mutual agreement of the Members and as anticipated by the then-existing Business Plan. The parties agreed that a JVC employee may not, under any situation or circumstance, supervise or give work directions to Collective Bargaining Unit employees of SVAC. Thereafter, the JVC should have investigated, planned and if thought fit, established and operated, with the technical assistance and guidance of SVAC, an independent manufacturing facility for Licensed Products. In the course of providing facilities, equipment, services, personnel and manufacturing capabilities to the JVC pursuant to this Agreement, the Siemens Supply Agreement and the Siemens Administrative Services Agreement, SVAC (and its Affiliates) shall not have any liability for any damages of any kind whatsoever (including any indirect, special, punitive or consequential damages) to the JVC, OFT or any of OFT’s Affiliates, employees, directors, agents or advisors, for any acts or omissions relating to or arising out of the provision of SVAC’s services, facilities, equipment, personnel and manufacturing capabilities or by reason of the fact that such services and capabilities were provided at SVAC’s facilities under the control or direction of SVAC, its affiliates, employees or agents, except to the extent that such damages were the primary result of the gross negligence or willful misconduct of SVAC, its Affiliates or their respective employees, directors, agents or advisors. Except as stated above, OFT and its Affiliates hereby [ * ] of any kind whatsoever relating to SVAC’s obligations under this Section or under the Siemens Supply Agreement or the Siemens Administrative Services Agreement. (b) SVAC and its Affiliates will also be the JVC’s preferred supplier of electronic control unit commonly known as the “ECU”, fuel metering injectors, air and fuel pressure regulator products, fuel pumps, sensors, and components of SVAC’s portfolio on competitive commercial and technical terms to be agreed to by SVAC and the JVC. * CONFIDENTIAL TREATMENT REQUESTED - THESE PORTIONS HAVE BEEN OMITTED AND ARE FILED SEPARATELY WITH THE COMMISSION (c) OECL and its Affiliates shall be the JVC’s preferred supplier of technical, engineering and development services relating to the application control and integration of Licensed Products to OCP internal combustion engines. (d) The parties shall take all reasonable and appropriate steps to assist the JVC to undertake fuel Systems Integration for Licensed Applications and the Businesses, by making available engineering skills and assistance wherever practicable. (e) The Members acknowledge that the Members currently supply goods and/or services to Synerject and that it is in the best interests of Synerject to continue to purchase those goods and/or services from the Members rather than undertake activities designed to replicate the provision of those goods and/or services. (f) The Members further acknowledge that it is in the best interests of Synerject to preferably purchase goods and/or services from the Members and their Affiliates rather than third parties. To the extent possible, Synerject shall, prior to awarding any contract for the provision of such goods and/or services to a third party, and without disclosing specific details of any third party offer, provide the Members with the opportunity to reconsider any offer that the Members or their Affiliates may have made in respect of such “last call”.