Materials Procurement Clause Samples

Materials Procurement. 3.6.1 Jabil will use Commercially Reasonable Efforts to procure Assigned Components from the applicable designated supplier per Company’s AVL and Generic Components per Company’s BOM, where applicable, and otherwise from suppliers chosen by Jabil and approved by Company, in amounts necessary to fulfill Purchase Orders and to procure under Material Authorizations. Jabil will be responsible for adherence to the Product Specifications in the assembly and manufacturing process. Company will be responsible for the part functionality set forth in the Company Specifications. Company will be responsible for managing the pipeline of Company controlled Consigned Components. Jabil will be responsible for managing the pipeline of all Assigned Components, Generic Components, and any Consigned Components controlled by Jabil to the extent empowered by Company through its Material Authorizations and Purchase Orders. Company may authorize Jabil to procure Generic Components and Assigned Components necessary, without a Purchase Order, by issuing a written authorization to purchase such Components (“Material Authorization”), to meet specific Forecast or Purchase Order demand as well as any coverage which may be needed for NCNR and Long-Lead Components. In the event of schedule changes, Jabil shall use Commercially Reasonable Efforts to cancel all applicable material and parts purchase orders and reduce material and parts inventory through return for credit programs or allocate such materials and parts for other customer orders. Company retains all liability for materials and parts Jabil cannot return or reuse elsewhere after Commercially Reasonable Efforts to mitigate such liability, if those materials were ordered by Jabil acting on Company’s Material Authorization or Purchase Order. Jabil’s obligation to exercise Commercially Reasonable Efforts to return/reuse any materials shall extend to all Components regardless of classification, except for non-cancel/nonreturnable (NCNR) Components.

Materials Procurement. CUSTOMER RESPONSIBILITY FOR MATERIALS

Materials Procurement. LUMIRADX RESPONSIBILITY FOR MATERIALS

Materials Procurement. Jabil will use Commercially Reasonable Efforts to procure components, per the Approved Manufacturers List provided by Company, necessary to fulfill mutually agreed upon Build Schedules. Jabil shall not, without Company’s prior written approval, procure any electronic components for use in manufacturing the Products: (i) that have a component manufacturer’s date code which is older than 36 months; OR (ii) that were received by Jabil from a source other than the approved manufacturer, or an alternate supplier/authorized distributor, or component not on the Approved Vendor List approved in writing in advance by Company. Jabil shall not, at any time, purchase any components from a non-franchised unauthorized distributor or unauthorized component broker for use in Company’s Products without the express written consent of Company. Jabil shall be responsible for the operational performance management of such in accordance with Schedule 3, SLA and Company shall be responsible for quality of the components and strategic management of the suppliers. Jabil will use Commercially Reasonable Efforts to support supplier quality management through data collection, return material authorizations to suppliers, supplier corrective action response management, and failure analysis follow-up with suppliers. Jabil agrees to pass through any warranty received from component suppliers in accordance with Section 5.2 of this Agreement.

Materials Procurement. (a) Manufacturer will purchase Materials as necessary to manufacture Products pursuant to Orders and will use standard and commercially prudent purchasing practices, including but not limited to: economic order quantities, attention to competitive pricing, consideration of supplier minimum quantities, and long-lead-time component management. (b) Manufacturer will promptly identify and advise Mikrocoze of any foreseeable Material shortages that could impact Product delivery schedules, and will use its best reasonable efforts to identify a suitable remedy.

Materials Procurement. CUSTOMER RESPONSIBILITY FOR MATERIALS 4.1. Authorization to Procure Materials, Inventory and Special Inventory. Customer’s accepted purchase orders and forecast will constitute authorization for Flextronics to procure, without Customer’s prior approval, (a) Inventory to manufacture the Products covered by such purchase orders based on the Lead Time and (b) certain Special Inventory based on Customer’s purchase orders and forecast as follows: Long Lead-Time Materials as required based on the Lead Time when such purchase orders are placed and Minimum Order Inventory as required by the supplier. Flextronics will only purchase Economic Order Inventory with the prior approval of Customer. Flextronics will provide to Customer each quarter a list of all long lead time parts (greater than [***]) and the total quantity on order for each long lead time part.

Materials Procurement. Jabil will use Commercially Reasonable Efforts to procure components, per Company’s approved vendor list, necessary to fulfill Purchase Orders. For the avoidance of doubt, Jabil does not warrant components and materials, but will pass through any contractual component/material warranties it receives, to the extent permitted by the component and/or material supplier. Jabil will provide Company with a list of the components /material where warranty conditions from suppliers are below 24 months. For Components supplied by Company, Company shall assist Jabil with managing the performance of and enforcing warranties of such suppliers. Company shall be listed on the AVL for Components Supplied by Company.

Materials Procurement. FLEXTRONICS shall purchase at its own expense, or source from its inventory sufficient components and raw materials required to provide the Products (“Materials”), using the Materials Procurement and Control Procedure, set forth in this Section 3 below, to meet the requirements of (a) the outstanding Purchase Orders and (b) the binding portion of the Forecast (including without limitation, ordering or otherwise committing to suppliers in respect of long lead items “LLI”) (the outstanding Purchase Orders together with the Forecast will be hereinafter defined as the “Demand”); provided, however, that (i) any purchase of Materials by FLEXTRONICS is subject to this section; (ii) Veraz may, at its sole option, require FLEXTRONICS to purchase any such Materials at a price to be determined by Veraz from any vendor and/or upon any terms and conditions as directed by Veraz subject to section 9;. Veraz may, at any time, with a prior written notice of 30 days in advance, notify FLEXTRONICS, with respect to any Materials, that Veraz will purchase any such Materials instead of FLEXTRONICS. If Veraz exercise its right as set forth in the preceding sentence, then the following shall apply: (i) FLEXTRONICS shall immediately cease purchasing any Materials which Veraz has notified FLEXTRONICS that it will purchase such Materials on its own account; (ii) FLEXTRONICS shall place an order to Veraz in accordance with this section; (iii) It will be Veraz’s responsibility to deliver such Materials purchased by itself to FLEXTRONICS’ premises, set forth in the preamble of this Agreement; [*] Confidential information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (iv) Any delay of delivery of Materials to FLEXTRONICS, due to Veraz’s exercise of said right, shall be Veraz responsibility. (v) If FLEXTRONICS has reasonable ground to assume that the costs of such Materials are un-reasonable, FLEXTRONICS shall have the right to ask from Veraz for documentation showing the costs of such specific Materials. Any purchase of Materials by FLEXTRONICS pursuant to the above said will be in the amount of the last agreed price list for each item + [*]%.

Materials Procurement. 3.1.1 Based on each Demand, FLEXTRONICS shall prepare an “MRP” run within four (4) working days from Forecast receipt. Based on the MRP run, FLEXTRONICS will submit to Veraz, for its information, a report with components and parts identified with catalog numbers and the quantities that FLEXTRONICS plans to acquire or to cancel or de-expedite pursuant to the “MRP” run (the “Components and Parts Report”) FLEXTRONICS shall include on the Components and Parts Report the purchase value of the MRP run. Without the need for further actions from Veraz, FLEXTRONICS shall proceed promptly to perform the activities set out in such MRP run. 3.1.2 Veraz may, at no charge, and without incurring any liability cancel delivery of all Products or component as per the Components Cancellation Window Exhibit 3.1.2 (as such term is defined in section 3.1.3 below). Cancellation by Veraz, done less than the periods set forth in the Components Cancellation Window may be subject to cancellation charges which in no event be higher than the documented payment made by FLEXTRONICS as a result of such cancellation, to any third party provider of the components subject to the cancellation as aforesaid. The foregoing (i.e. payment of cancellation charge) shall not apply if Veraz has ordered thereafter Products from the cancelled Purchase Orders. FLEXTRONICS will confirm in writing within 4 days upon receipt of any request for cancellation as aforesaid, provided that Veraz will verify upon delivery of such notification that such notification has been received by FLEXTRONICS. However, if FLEXTRONICS indeed received the notification and failed to confirm it within the above period it will be deemed to have received the notification. 3.1.3 FLEXTRONICS will submit to Veraz, once a quarter for Veraz’s written approval, an update for the Components Cancellation Window (Exhibit 3.1.2) detailing the components cancellation windows i.e. a period of days before the delivery date of each Item, if applicable, in which period the purchase order to the supplier of such item cannot be cancelled without any fees or penalties, (the “Components Cancellation Window ”). 3.1.4 Upon execution of this Agreement, FLEXTRONICS will submit to Veraz a report listing components and parts with long lead time items – LLI Materials (as defined below) greater than 60 days (the “LLI Report”), attached hereto as Exhibit 3.