Required Tooling Sample Clauses
Required Tooling. Production of the Goods by Seller or its subcontractor may require production aids and equipment in addition to that to be provided as Furnished Property under an Order. Seller, at its own expense, shall furnish, keep in good condition, and replace when necessary all tooling, jigs, dies, gages, fixtures, molds, patterns and other personal property used in the production process, whether or not they are Furnished Property or they are owned or leased by Seller or its subcontractors, which are necessary for the production of Goods in accordance with an Order (“Required Tooling”). In addition, all Required Tooling must continue to be maintained or repaired by Seller in a condition that is adequate for at least one year of production based on Buyer’s forecasts and historical purchase levels. The cost of changes to Required Tooling necessary to make design changes and specification changes to the Goods authorized by ▇▇▇▇▇ in writing shall be paid for by ▇▇▇▇▇, provided that Buyer’s obligation shall be limited to the actual cost of materials, labor and unrelated third party costs without mark-up for overhead and profit unless otherwise provided in an Order. Buyer may inspect Required Tooling and Seller’s facilities during normal working hours upon reasonable notice to Seller. Seller may not relocate the Required Tooling without the prior written consent of ▇▇▇▇▇. Seller shall advise Buyer of any required repair or replacement of Required Tooling. Seller shall be responsible for obtaining any PPAP required because of movement, modifications, repair, replacement, or other events. Seller shall insure Required Tooling with fire and extended all risk coverage insurance for its replacement value and provide Buyer with certificates of insurance evidencing such coverage. Seller grants Buyer an irrevocable option to take possession of and good title to some or all of the Required Tooling (including leases thereof) as selected by Buyer, that is not Furnished Property and is specific for the production of Goods, upon tender to Seller a purchase price computed as the tax value thereof, less any amounts Buyer has previously paid to Seller in any manner for the cost of Required Tooling (e.g., by separate payment or by an allocated portion of the price of the Goods as shown in an Order or documents provided by Seller such as, for example only, a bill of materials); provided, however, that this option to purchase shall not apply to any Required Tooling used primarily to produce ...
Required Tooling. (A) Provider’s Services and Fees are dependent upon Provider’s ability to implement the automation tools defined in the SOWs. Provider requires Customer’s consent, reasonable support and reasonable participation in implementing the automation prerequisites set forth in the SOWs into Customer’s environment in accordance with the agreed upon implementation plan. Subject to Section 3.20 (Excuse from Performance), if Customer prevents or unreasonably impedes the implementation of Provider’s automation tools, then Provider may be required to make Changes to its implementation plan in order to provide the Services as agreed in the SOWs. Any Changes to the agreed upon implementation plan will be addressed through the Change Control Procedures and may result in an equitable and corresponding adjustment to the Fees and/or Baselines set forth in Exhibit B (Fees) of the applicable SOW.
(B) Notwithstanding anything else in the MSA or SOWs to the contrary, Provider reserves the right to implement automation tools and technologies to enhance its ability to deliver the Services in accordance with the Service Levels. In the event that Provider elects to implement any such tools and/or technologies, Customer will cooperate in good faith in such implementation including, at a minimum, assisting with the implementation of any required automation prerequisites. All such implementations will be addressed through the Change Control Procedures. MA-IB-00136-2018