Other Changes and Equitable Adjustments Clause Samples
The "Other Changes and Equitable Adjustments" clause allows for modifications to the terms, scope, or conditions of a contract when unforeseen circumstances or changes arise during performance. Typically, this clause outlines the process by which either party can request an adjustment—such as a change in price, schedule, or deliverables—if the original agreement is impacted by new requirements or external factors. Its core function is to provide a fair mechanism for addressing changes that were not anticipated at the outset, ensuring that neither party is unfairly disadvantaged by evolving project needs or conditions.
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Other Changes and Equitable Adjustments. Applied may, upon notice to Supplier, require Engineering Change Orders (“ECOs”) with respect to an Item to address (i) safety problems related to an Item, (ii) an Item’s non-compliance with governmental regulations or laws in place at the time of delivery of an Item to Applied, or (iii) performance problems or concerns arising from the Item’s noncompliance with its written Specifications, and Applied may request an ECO with respect to an Item for other reasons. Supplier’s expectations and responsibilities associated with ECOs are set forth in Attachment 14, “ECO Process Requirements” on the Applied Web Site. With respect to an ECO required by Applied, or an ECO requested by Applied and approved by Supplier, Supplier shall meet such requirements in a timely and cost effective manner. The price for any Item for which Applied has issued an ECO will be adjusted up or down based on [*]. If the required change causes the part number to change and thus become a “new Item”, the new Item will be added to Attachment 1 and the price for the new Item will be the price of the original Item before the change, adjusted up or down based on [*] for that Item. Either party may submit a request for a price change based on an ECO. Supplier shall supply the original Item and/or the new Item in accordance with Applied’s request. No claim by Supplier for adjustment under this subsection shall be valid unless in writing and received by Applied within [*] from the date of Supplier’s receipt of the notice of such change; provided, however, that such period may be extended upon the written approval of Applied, and provided that so long as Supplier asks Applied for additional time in writing within this [*] period, Applied will not unreasonably withhold consent for an extension up to [*].
Other Changes and Equitable Adjustments. Tesla may, upon notice to Supplier, submit Engineering Change Orders (“ECOs”) or request other changes within the scope of the Agreement with respect to any of the following: (i) Specifications; (ii) the place and date of delivery of Items; or (iii) the place, date and manner of inspection or acceptance of Items. Supplier agrees that it will use reasonable efforts to accommodate such requests in a timely and cost effective manner. If any request for such changes causes an increase or decrease in the cost of or time required for performance of the Agreement, Supplier may propose, and Tesla will then consider, an equitable adjustment in the Contract Price or delivery schedule, or both, and if the Parties agree to an adjustment, the Agreement shall be modified in writing accordingly. If Tesla and Supplier are unable to agree upon an equitable adjustment, then Tesla may remove the affected Items from this Agreement without affecting the remaining Items, and Supplier shall not be required to supply the Items as modified by the ECO to Tesla. No claim by Supplier for adjustment under this subsection shall be valid unless in writing and received by Tesla within thirty (30) days from the date of Supplier’s receipt of the notice of such change; provided, however, that such period may be extended upon the written approval of Tesla.
Other Changes and Equitable Adjustments. Applied may, upon notice to Supplier, submit Engineering Change Orders (“ECOs”) or request other changes within the scope of the Agreement with respect to any of the following: (i) Specifications; (ii) the place and date of delivery of Items; or (iii) the place, date and manner of inspection or acceptance of Items. Supplier agrees that it will use reasonable efforts to accommodate such requests in a timely and cost effective manner. If any request for such changes causes an increase or decrease in the cost of or time required for performance of the Agreement, Applied will consider an equitable adjustment in the Contract Price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. If Applied and Supplier are unable to agree upon an equitable adjustment, then Applied may [* *]. No claim by Supplier for adjustment under this subsection shall be valid unless in writing and received by Applied within [* *] from the date of Supplier’s receipt of the notice of such change; provided, however, that such period may be extended upon the written approval of Applied. Supplier’s expectations and responsibilities associated with the ECO Process Requirements are set forth on the Applied Web Site.
Other Changes and Equitable Adjustments. Applied may, upon notice to Supplier, submit Engineering Change Orders ("ECOs") or request other changes within the scope of the Agreement with respect to any of the following: (i) Specifications; (ii) the place and date of delivery of Items; or (iii) the place, date and manner of inspection or receipt of Items. Supplier agrees that it will use reasonable efforts to accommodate such requests in a timely and cost effective manner. If any request for such changes causes an increase or decrease in the cost of or time required for performance of the Agreement, Applied will consider an equitable adjustment in the Contract Price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. If Applied and Supplier are unable to agree upon an equitable adjustment, then [**] this Agreement [**]. In the event that an ECO renders an Item obsolete, Supplier may submit a claim in accordance with 16(e) Claim for Reimbursement of Obsolete Items, or 21
Other Changes and Equitable Adjustments. Applied may, upon notice to Supplier, submit Engineering Change Orders ("ECOs") or request other changes within the scope of the Agreement with respect to any of the following: (i) Specifications; (ii) the place and date of delivery of Items; or (iii) the place, date and manner of inspection or acceptance of Items. Supplier agrees that it will use reasonable efforts to accommodate such requests in a timely and cost effective manner. If any request for such changes causes an increase or decrease in the cost of or time required for performance of the Agreement, Applied will consider an equitable adjustment in the Contract Price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. If Applied and Supplier are unable to agree upon an equitable adjustment, then Applied may remove the affected Item from this Agreement without affecting the remaining Items. No claim by Supplier for adjustment under this subsection shall be valid unless in writing and received by Applied within thirty (30) days from the date of Supplier's receipt of the notice of such change; provided, however, that such period may be extended upon the written approval of Applied. Supplier's expectations and responsibilities associated with the ECO process are set forth in Attachment 14 on the Applied Web Site.