Tooling Acknowledgment Clause Samples
Tooling Acknowledgment. Delphi acknowledges and agrees that all tooling, fixtures, gauges, jigs, patterns, dies, and molds (collectively, “Tooling”) being used by the Debtors or their respective sub-suppliers in connection with the manufacture of Component Parts for GM, together with appurtenances, accessions and accessories thereto (collectively, the “Accessories”), which have been (i) furnished by GM to a Debtor at any time, directly or indirectly excluding Tooling the ownership of which was transferred to a Debtor on the Contribution Date, unless there was a written agreement which provided that the Debtor’s interest would be other than as a bailee, or (ii) purchased by GM under a tooling purchase order with a Debtor, are owned by GM and are being held by DAS and, to the extent a Debtor has transferred the Tooling or Accessories to third parties, by such third parties, on a bailment basis consistent with paragraph 19 of the Standard GM Terms.
Tooling Acknowledgment. Supplier acknowledges and agrees that, exclusive of Supplier Owned Tooling, all tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, and documentation including engineering specifications and test reports together with any accessions, attachments, parts, accessories, substitutions, replacements, and appurtenances thereto used by Supplier in connection with its manufacture of the Component Parts for Customer (collectively the "Customer Tooling") are owned by Customer and are being held by Supplier or, to the extent Supplier has transferred Customer Tooling to third parties, by such third parties, as bailees at will. For purposes of this Agreement, the term "Supplier Owned Tooling" means all tooling, dies, test and assembly fixtures, jigs, gauges, patterns, casting patterns, cavities, molds, and documentation including engineering specifications and test reports together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances thereto, for which Customer has not made full payment of the applicable purchase order price or which is not subject to a purchase order. Each item of Supplier Owned Tooling will become and be considered Customer Tooling under the terms of this Agreement once it has been paid for in full in accordance with the terms of the applicable Purchase Order related thereto, without setoff or recoupment by Customer. Additionally, Customer Tooling does not include any tooling manufactured by Supplier on or after the date of the execution of this Agreement under a Purchase Order for Customer unless and until such tooling has been fully paid for by Customer without setoff or recoupment. Within sixty (60) days from the Effective Date, Supplier will supply to Customer and Agent a list of Supplier Owned Tooling. Any tooling utilized to manufacture Component Parts for Customer not included on the list of Supplier Owned Tooling shall be deemed Customer Tooling unless Agent objects in writing within ten (10) days thereafter. Supplier will cooperate with Customer in determining which of Supplier's tooling is Supplier Owned Tooling or Customer Tooling. If Agent timely objects, Customer and Agent shall each select an independent accountant (whose fees and costs shall be paid by the respective party) who shall determine the status of any tooling in dispute. If the two independent accountants cannot agree, the dispute will be referred to binding arbitration with all co...
Tooling Acknowledgment. The Parties acknowledge and agree that, exclusive of Supplier Tooling and Unpaid Tooling (each as defined below), all Tooling that is now being utilized to manufacture the Component Parts by Supplier for each applicable Customer, whether under direct agreements between Supplier and a Customer or agreements between Supplier and third parties (“Customer Tooling”), is subject to the terms of this Agreement and is (i) owned by a Customer (or affiliates of such Customer, or another supplier to such Customer); and (ii) is being held by Supplier and, to the extent that Supplier has transferred the Customer Tooling to third parties, by such third parties, as bailees-at-will.
Tooling Acknowledgment