Common use of Inventory & Returnable Clause in Contracts

Inventory & Returnable. A physical inventory of Contributors’ parts and accessories will be taken in the presence of a representative of LMP and Contributors by an inventory service mutually acceptable to LMP and Contributors, the cost of which will be equally divided between LMP and Contributors (the “Inventory”). The Inventory will classify parts and accessories as “returnable” or “non-returnable” and useable (i.e., without impairing any Manufacturer warranty) non-Manufacturer parts and accessories. The terms “returnable parts” and “returnable accessories” means only those new undamaged replacement parts and new undamaged accessories for Manufacturer vehicles which are listed (coded) in the latest current Master Parts Price List Suggested List Prices and Dealer Prices (or other applicable similar Manufacturer price lists, with supplements or the equivalent in effect as of the Inventory date, the “Master Price List”), as returnable to the Manufacturer at not less than the purchase price reflected in the Master Price List and are within the limits of returnable parts established by the Manufacturer from time to time. NewCos shall accept from their corresponding Contributor, and Contributors shall contribute to their corresponding NewCos, all of Contributors’ returnable parts and returnable accessories for an amount equal to the net cost listed in the most recent Master Price List less all applicable discounts (including quantity purchase or stock order discounts), rebates, incentives or allowances that should be reasonably taken into account in order to establish the Contributor’s net cost for the items.