TRANSITION OF SUPPLY. In connection with the expiration, cancellation or termination of the Purchase Order by either Buyer or Seller, in whole or in part, for any or no cause (including, without limitation, Buyer’s decision to change to an alternate source for manufacture of the goods in question, including but not limited to a Buyer- owned or -operated facility), Seller will cooperate in the transition of supply. Seller will continue production and delivery of all goods and services as ordered by Buyer, at the prices and in compliance with the terms of the Purchase Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s). Subject to Seller’s reasonable capacity constraints, Seller will provide special overtime production, storage and/or management of extra inventory of the goods or services, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing. If resource of the goods or services occurs for reasons other than Seller’s termination or breach, Buyer will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that, upon request, Seller has advised Buyer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Xxxxx will pay the agreed portion to Seller and pay the disputed portion into third-party escrow for disbursement after the dispute has been resolved.
TRANSITION OF SUPPLY. 16.1 In connection with the expiration, cancellation or termination of the Order by Buyer, in whole or in part, for any or no Cause or Buyer’s election to change to an alternate supplier of the Supplies (including a Buyer-owned or -operated facility) whether in response to Seller’s request or otherwise, (i) Seller shall give Buyer its full and prompt cooperation as set forth herein in transitioning from Seller to Buyer’s new supplier the responsibility for providing and delivering Supplies to Buyer. Seller shall continue production and delivery of all Supplies as ordered by Buyer, at the prices and in compliance with the terms of the Order, without premium or other condition, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier(s); (ii) subject to Seller’s reasonable capacity constraints, Seller shall provide special overtime production, storage and/or management of extra inventory of Supplies, extraordinary packaging and transportation and other special services (collectively, “Transition Support”) as expressly requested by Buyer in writing; (iii) at no additional cost to Buyer, Seller shall promptly provide all requested information and documentation regarding and access to Seller’s manufacturing or service process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Supplies and components; (iv) Seller shall promptly provide all notices deemed by Buyer in its sole and absolute discretion to be necessary or desirable for Buyer to resource the Order to an alternative supplier; (v) if and when requested by Xxxxx, Seller shall return to Buyer all Buyer’s Property in as good condition as when received by Seller (reasonable wear and tear excepted) and shall comply with Seller’s obligations relating to Seller’s Property in Section 21 and in relation to subcontracts.
TRANSITION OF SUPPLY. Upon expiration or termination of the Purchase Order for any reason, Seller will cooperate with the Buyer to help avoid production disruptions while the production of the Goods is being resourced to another supplier. To the extent requested by the Buyer, and at no cost to Buyer, Seller will: (a) work diligently with the Buyer to identify an alternative source of supply that is acceptable to the Buyer; and (b) promptly provide all requested information and documentation regarding, and access to, Seller’s manufacturing process, including identifying Seller’s component-part and raw-material suppliers relating to the Goods. In addition, the Supplier will supply the Buyer at the prices and other terms stated in this Order during the transition period to the new supply source. If a transition period longer than 6 months is required, the Buyer and the Supplier will negotiate in good faith on the terms and conditions of any longer transition period.
TRANSITION OF SUPPLY. Upon the expiration or earlier termination of any Purchase Order for whatever reason, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Goods to Buyer and under no circumstances will take steps to shut down the supply chain. Among other things, Seller agrees to take such actions as may be reasonably required by Buyer to accomplish the transition from Seller to an alternative seller, including, without limitation, the following: (A) Seller shall provide all notices necessary or desirable for Buyer to re-source the Purchase Order to an alternative seller; (B) Seller shall provide a sufficient bank of goods covered by the Purchase Order to ensure the orderly transition to any alternative seller chosen by Buyer; and (C) Seller shall timely provide to Buyer all tooling and any other property furnished by or belonging to Buyer or any of Buyer's customers in as good a condition as when received by Seller, reasonable wear and tear excepted; (D) Buyer and the alternative seller reserve the right to access and actively participate during the disconnect or disassemble process for the Buyer's Property, and the location, time and date of the exit shall be mutually agreeable between the Buyer and Seller; and (E) Seller shall, at Buyer's option: (i) assign to Buyer any or all supply contracts or Purchase Orders for raw material or components relating to the Purchase Order; (ii) sell to Buyer, at Seller's cost any or all perishable tooling and Supplies inventory relating to the Purchase Order; and/or (iii) sell to Buyer any of Seller's property relating to the Purchase Order, at a price equal to the unamortized portion of the cost of such items less any amounts Buyer previously has paid to Seller for the cost of such items. Seller shall provide documentation supporting the original cost of any unamortized items. The term "alternative seller" expressly includes, but is not limited to, a Buyer-owned facility. 24)
TRANSITION OF SUPPLY. In connection with termination of this Contract, or Company’s decision to change to an alternate source of supply, Supplier will reasonably cooperate in the transition of supply, which transition shall include the following (collectively, “Transition Support”): (i) Supplier will continue delivery of all Services or Goods as ordered by Company, at the prices and other terms stated in this Contract, without premium or other condition, during the entire period reasonably needed by Company to complete the transition to the alternate supplier(s), such that Supplier’s action or inaction causes no interruption in Company’s ability to obtain Services or Goods as needed; and (ii) subject to Supplier’s reasonable capacity constraints, Supplier will provide special services as expressly requested by Company in writing. If the transition occurs for reasons other than Supplier’s breach, Company will, at the end of the transition period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that Supplier has advised Company of its estimate of such amounts and obtained Company’s prior written consent prior to incurring such amounts. Company shall not reimburse Supplier for any costs incurred by Supplier without Company’s prior written consent.
TRANSITION OF SUPPLY. Upon Xxxxx’s request, Seller will cooperate and assist in Buyer’s preparation for transition of supply of the Goods upon expiration or earlier termination of this Contract, including by: (a) continuing production and delivery of the Goods, at the prices, quantities and on the other terms stated in this Contract, without premium or other condition, during the remaining term of the Contract or such further period reasonably needed by Buyer to complete the transition to an alternate supplier(s), including by providing a sufficient bank of Goods in order to prevent any interruptions in Buyer’s supply of the Goods; (b) to the extent consistent with Seller’s reasonable capacity constraints, providing overtime production, storage and/or management of extra inventory, extraordinary packaging and transportation and other special services at prices and subject to other terms as reasonably agreed upon by the parties (but in no event at prices greater than necessary to cover Seller’s actual incremental costs of any production or services in excess of those required by this Contract); (c) selling to Buyer, at Seller’s cost, any or all inventory and/or work-in-process relating to this Contract; and (d) at no cost to Buyer (i) promptly providing all requested information and documentation regarding the Goods and Seller’s manufacturing process, including bill-of-material data, tooling and process detail and samples of the Goods and components, (ii) allowing Buyer to conduct on-site inspections of Seller’s operations, (iii) assigning to Buyer any or all supply contracts or orders for raw material or components necessary for the manufacture or supply of the Goods under this Contract, and
TRANSITION OF SUPPLY. In connection with termination of the Purchase Order by either party (including Buyer’s decision to change to an alternate Supplier), Seller will cooperate in the transition of supply, including the following: (1) Seller will continue production and delivery of all Products as ordered by Buyer, at the prices and other terms stated in the Purchase Order, without premium or other conditions, during the entire period reasonably needed by Buyer to complete the transition to the alternate supplier, such that Seller’s action or inaction causes no interruption in Buyer’s ability to obtain Products as needed; (2) Seller will promptly provide all information and documentation reasonably requested by Buyer regarding Seller’s manufacturing process for the Products including on-site inspections, bill of material data, tooling, process detail and samples of components; and (3) If the transition occurs for reasons other than Seller’s termination or breach, Buyer will, at the end of the transition period, pay the reasonable, actual cost of transition support as requested and incurred, provided that Seller has advised Buyer prior to incurring such amounts of its estimates of such costs. Buyer shall have the right to audit the records of Seller to verify transition support expenses.
TRANSITION OF SUPPLY. After termination, expiration or cancellation of the PO and/or these T & Cs, Purchaser may purchase the Services and/or Goods from another seller. Seller shall cooperate in the transition to such other seller including continuing production and delivery as directed by Xxxxxxxxx, in compliance with these T & Cs and the PO. Seller will provide overtime production, storage and/or management of extra inventory, extraordinary packaging and transportation and other special services reasonably requested by Purchaser in writing. At no additional cost to Purchaser, Seller will promptly provide all reasonably requested information, documentation, and samples, and access to Seller’s manufacturing process; provided, however, that Seller shall not be required to provide Purchaser or its new seller with transition assistance that would require the disclosure of demonstrably confidential or proprietary information of Seller. Upon request, Xxxxxx will return all of Purchaser’s property in as good condition as when received by Seller (reasonable wear and tear excepted). If re-sourcing occurs for reasons other than Seller’s termination or breach, Purchaser will, at the end of the transition period, pay Seller’s reasonable, documented costs provided that, upon request, Seller has advised Purchaser prior to incurring such amounts of its estimate of such costs.
TRANSITION OF SUPPLY. 17.1 Upon the expiration or earlier termination of any Purchase Order for whatever reason, or without reason, or Xxxxx’s election to change to an alternate supplier of the Products (including a Buyer-owned facility), whether in response to Seller’s request or otherwise, Seller agrees to take all actions necessary in order to ensure that there is no interruption in the supply of Products to Buyer. Among other things, Xxxxxx agrees to promptly take such actions as may be reasonably required by Xxxxx to accomplish the transition from Seller to an alternative seller, including the following (“Transition Support”):
TRANSITION OF SUPPLY. In connection with termination of this Contract or Company’s decision to change to an alternate source of supply, Seller will cooperate in the transition of supply, including the following (collectively, “Transition Support”): (i) Seller will continue production and delivery of all Products as ordered by Company, at the prices and other terms stated in this Contract, without premium or other condition, during the entire period reasonably needed by Company to complete the transition to the alternate supplier(s), such that Seller’s action or inaction causes no interruption in Company’s ability to obtain Products as needed; (ii) at no cost to Company, Seller will promptly provide all requested information and documentation regarding and access to Seller’s manufacturing process, including on-site inspections, bill-of-material data, tooling and process detail and samples of Products and components; and (iii) subject to Seller’s reasonable capacity constraints, Seller will provide special overtime production, storage and/or management of extra inventory of Products, extraordinary packaging and transportation and other special services as expressly requested by Company in writing. Unless otherwise agreed in writing by Seller and Company, Seller shall not be obligated to provide Transition Support beyond the earlier of (a) the full transition by Company to an alternate supplier and the ability of that supplier to produce the full quantity and quality of transitioned Products; or (b) one hundred eighty (180) days from that date when Company provides written notice to Seller that Company requires Transition Support as contemplated by this Section (the “Transition Period”). If the transition occurs for reasons other than Seller’s default, Company will, at the end of the Transition Period, pay the reasonable, actual cost of Transition Support as requested and incurred, provided that Seller has advised Company of its estimate of such amounts and obtained Company’s written consent prior to incurring such amounts.
