Common use of Tooling Clause in Contracts

Tooling. Unless otherwise agreed to in writing, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, testing apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articles, materials, supplies, facilities or services ordered hereunder shall be furnished by and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear excepted.

Tooling. Unless In the absence of an executed Tooling and Bailment Agreement, the following provisions shall apply: Tooling referred to in a tooling Purchase Order issued by GUARDIAN (the “Tooling”) is owned by GUARDIAN upon completion of payment for such Tooling. In the event any Tooling is transferred to Supplier’s facility or control, such Tooling will remain the property of GUARDIAN. Supplier may not issue an invoice to GUARDIAN for Tooling until such Product has been through the Production Part Approval Process (“PPAP”) by GUARDIAN unless otherwise agreed to in writing. Supplier agrees, all materialsupon receiving the Tooling, drawingsto promptly affix, toolsand to continuously keep and maintain, diesplainly and distinctly, jigspermanently, gaugesand conspicuously upon the Tooling the following words: “Property of Pure Safety Group, fixturesInc.” and to keep the Tooling free from other “Property of” markings or labeling which might be interpreted as a claim of ownership by a party other than GUARDIAN. In addition, patternswithin ninety (90) days of receiving any Tooling, molds, testing apparatus, machinery Supplier shall affix to it the GUARDIAN Tooling Identification Number provided by GUARDIAN. Supplier agrees to use the Tooling for the sole and equipment, together with all other manufacturing aids (hereinafter collectively called tooling) used exclusive benefit of GUARDIAN in the manufacture production of the articlesProducts for GUARDIAN, materialsand for no other purpose without GUARDIAN’s prior written consent, supplies, facilities or services ordered hereunder shall which consent may be furnished by and withheld at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain BuyerGUARDIAN’s sole property and for Buyer’s sole discretion. Supplier agrees to operate the Tooling within its rated capacity, restrict the use and shall be subject operation to removal at safe, careful personnel selected and employed or controlled by Supplier, and prohibit anyone other than duly authorized personnel of Supplier to make any time at repairs or adjustments to the option of Tooling otherwise permitted hereunder (unless otherwise previously authorized in writing by GUARDIAN). After the Buyer. Seller initial PPAP for the Tooling, or any similar process, Supplier agrees, at its expense, to service, maintain in commercially usable condition and repair the Tooling: (i) so as to keep it in good order and repairoperating condition, appropriately identify mark where necessarynormal tooling wear is expected, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer (ii) in accordance with the shipping instructions terms of any manufacturers’ warranties, specifications, bulletins, or service descriptions, (iii) in a manner consistent with standard industry practice and GUARDIAN practice and instructions, and (iv) in accordance with applicable laws, regulations, governmental approvals and permits. Supplier will not be required to perform any Capital Improvements (as defined below) to the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear excepted.Tooling. “

Tooling. Unless otherwise agreed to in writingAll special dies, all materialsmolds, drawings, tools, diespatterns, jigs, gaugesequipment, fixtures, patternsCAD design data and drawings, moldsmold flows, testing apparatusprocess parameters, machinery manufacturing equipment types and equipmentsettings, together with all and other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articles, materials, supplies, facilities or services ordered hereunder shall be property furnished by and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling or paid for by Buyer ("Tooling"), shall be, and remain, the property of Buyer, shall be and remain visibly labeled as Buyer’s sole property and for Buyer’s sole use and 's property, shall be subject to removal at any time at the option of the by Buyer. Seller agrees, at its expense, to maintain shall be used only in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by filling orders from Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s 's risk. Seller shall assist Buyer in achieving for Buyer a perfected security interest in such Tooling. Seller shall not claim any interest in such Tooling or allow any liens or security interest with respect thereto, other than Xxxxx's interest. Any failure by Seller to return the Tooling of Buyer after a reasonable request to do so shall result in irreparable injury to Buyer, its business and property and Buyer shall be entitled to injunctive relief ordering the return of its Tooling. Seller's acceptance of the above provisions regarding return of Tooling is a material factor in Buyer's decision to do business with Xxxxxx. If Buyer is required to seek legal action in order to enforce the provisions of this section, Seller shall be liable for actual attorneys' fees and other expenses incurred by Xxxxx in enforcing this provision regarding the return of Tooling. Seller shall notify Buyer if Seller plans or intends to destroy, sell or dispose of any Tooling needed to build or produce Goods or service parts. During the term of this Contract, and with respect to service and replacement parts for so long as Seller is obligated to supply them hereunder, Seller shall not dispose of such Tooling unless approved by Buyer in writing. If Seller decides, without Xxxxx's written approval, to dispose of such Tooling within such timeframes, and there is a customer demand that cannot be kept insured by Seller at Seller’s expense in an amount equal fulfilled due to the replacement lack of such Tooling, Seller shall promptly build or procure the necessary Tooling at its cost with loss payable and complete the required validations and documentation to continue to supply the Buyeraffected Goods or parts. Following the term of this Contract, being Xxxxx reserves the Buyer the beneficiary right of the insurancefirst refusal to purchase Seller tooling, special dies, molds, patterns, jigs, equipment, fixtures, CAD design data and drawings, mold flows, process parameters, manufacturing equipment types and settings, and shall be subject other property used to removal at Buyer’s written requestproduce the Goods if it is used primarily to manufacture these Goods. Without the limiting the foregoing, in which event Seller shall properly prepare such property for shipment and shall deliver same provide Buyer on demand with all data relating to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear exceptedapproved components.

Tooling. Unless otherwise agreed to in writingAll special dies, all materialsmolds, drawings, tools, diespatterns, jigs, gaugesequipment, fixtures, patternsCAD design data and drawings, moldsmold flows, testing apparatusprocess parameters, machinery manufacturing equipment types and equipmentsettings, together with all and other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articles, materials, supplies, facilities or services ordered hereunder shall be property furnished by and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling or paid for by Buyer ("Tooling"), shall be, and remain, the property of Buyer, shall be and remain visibly labeled as Buyer’s sole property and for Buyer’s sole use and 's property, shall be subject to removal at any time at the option of the by Buyer. Seller agrees, at its expense, to maintain shall be used only in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by filling orders from Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s 's risk. Seller shall assist Buyer in achieving for Buyer a perfected security interest in such Tooling. Seller shall not claim any interest in such Tooling or allow any liens or security interest with respect thereto, other than Buyer's interest. Any failure by Seller to return the Tooling of Buyer after a reasonable request to do so shall result in irreparable injury to Buyer, its business and property and Buyer shall be entitled to injunctive relief ordering the return of its Tooling. Seller's acceptance of the above provisions regarding return of Tooling is a material factor in Buyer's decision to do business with Seller. If Buyer is required to seek legal action in order to enforce the provisions of this section, Seller shall be liable for actual attorneys' fees and other expenses incurred by Buyer in enforcing this provision regarding the return of Tooling. Seller shall notify Buyer if Seller plans or intends to destroy, sell or dispose of any Tooling needed to build or produce Goods or service parts. During the term of this Contract, and with respect to service and replacement parts for so long as Seller is obligated to supply them hereunder, Seller shall not dispose of such Tooling unless approved by Buyer in writing. If Seller decides, without Buyer's written approval, to dispose of such Tooling within such timeframes, and there is a customer demand that cannot be kept insured by Seller at Seller’s expense in an amount equal fulfilled due to the replacement lack of such Tooling, Seller shall promptly build or procure the necessary Tooling at its cost with loss payable and complete the required validations and documentation to continue to supply the Buyeraffected Goods or parts. Following the term of this Contract, being Buyer reserves the Buyer the beneficiary right of the insurancefirst refusal to purchase Seller tooling, special dies, molds, patterns, jigs, equipment, fixtures, CAD design data and drawings, mold flows, process parameters, manufacturing equipment types and settings, and shall be subject other property used to removal at Buyer’s written requestproduce the Goods if it is used primarily to manufacture these Goods. Without the limiting the foregoing, in which event Seller shall properly prepare such property for shipment and shall deliver same provide Buyer on demand with all data relating to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear exceptedapproved components.

Tooling. Unless otherwise agreed to in writinga writing signed by Manitowoc, all materialsproperty furnished to Seller by Manitowoc shall remain the property of Manitowoc. Unless otherwise agreed in a writing signed by Manitowoc, drawings, Seller shall be fully responsible for all tools, dies, jigs, gaugesmolds or other property (“Tooling”) furnished to Seller that are in its care, fixturescustody and control. Seller shall insure Tooling at replacement value with financially sound insurers reasonably acceptable to Manitowoc. Seller shall keep accurate written records of all Tooling, patternsand will provide such records to Manitowoc upon request. Manitowoc may at any reasonable time, moldswith or without notice to Seller, testing apparatusinspect the premises where such property is located. Seller shall xxxx or affix labels to each item indicating that Manitowoc is the sole owner of such property. Seller shall return all Tooling to Manitowoc upon demand by Manitowoc. Legal and beneficial title to the Tooling shall at all times remain with Manitowoc. Seller shall not transfer any interest in, machinery or otherwise deliver possession of, the Tooling to any person or entity other than to Manitowoc or such other person or entity designated by Manitowoc in writing. Manitowoc shall have the right to take possession of and/or remove Tooling at any time or from time to time in the event it deems itself insecure. Manitowoc shall further have the right to file UCC financing statements or other public evidence or notice of its ownership of the Tooling. If the price as stated in any PO includes tools, dies, jigs, molds or other property or other special equipment and equipment, together with all other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articlesgoods (collectively “Special Equipment”), materials, supplies, facilities or services ordered hereunder such Special Equipment shall be furnished become the property of Manitowoc upon acquisition by and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller Such Special Equipment shall not substitute be used for any property for Xxxxx’s property and shall not use said property customer of Seller other than Manitowoc, except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear exceptedwritten permission of Manitowoc.

Tooling. Unless otherwise agreed to As used in writingthis Agreement, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, testing apparatus, "Tooling" shall mean that certain ------- Tooling and machinery described on Schedule 2 attached hereto and equipmentincorporated ---------- herein which is owned by Buyer, together with all other manufacturing aids (hereinafter collectively called tooling) used replacements thereof. Buyer shall purchase the Tooling described on Schedule 2 and will assure that the ---------- Tooling is delivered to, or is otherwise on-site at, Seller's facility. Title to such Tooling shall vest in the manufacture of the articlesBuyer, materials, supplies, facilities or services ordered hereunder and Buyer shall be furnished by solely responsible for the payment of taxes thereon and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyerinsurance premiums relating thereto. Seller shall not substitute any property for Xxxxx’s property and provide Buyer with general guidance to the best of its knowledge, as to the suitability of the Tooling, but in no way shall Seller guaranty the adequacy or performance of the Tooling. Seller shall take reasonable steps to ensure that Buyer's ownership of the Tooling is evident, which may include the placement of identification tags on the Tooling. Seller hereby covenants that, during the term of this Agreement: (I) Seller shall not use said property except in filling Buyer’s purchase orders. Such propertyencumber any of the Tooling, while in nor shall Seller permit the Tooling to become encumbered as a result of any act or omission of Seller’s custody and control, shall be held at Seller’s risk, and (ii) Seller shall be kept insured by Seller at Seller’s expense in an amount equal take reasonable steps to assure the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary routine repair and maintenance of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer Tooling in accordance with the shipping instructions in manufacturers' specifications; provided that repairs of Tooling other than -------- routine maintenance and repairs shall be the Purchase Order sole responsibility of Buyer, and Buyer shall pay for repairs other than routine maintenance and repairs within thirty (30) days following receipt of an invoice relating thereto. Within thirty (30) days following termination or as otherwise agreed by the parties in expiration of this Agreement for any reason Seller agrees to properly pack and return to Buyer, or cause to be properly packed and returned to Buyer, F.O.B. point of shipment, all Tooling, the same condition to be shipped to such facility as originally received by Seller, reasonable wear and tear exceptedBuyer directs.

Tooling. Unless otherwise agreed to in writing, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, testing apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called tooling) used in the manufacture of the articles, materials, supplies, facilities or services ordered hereunder shall be furnished by and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear excepted.

Tooling. Unless otherwise agreed to in writing, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, testing apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called toolingTooling) used in the manufacture of the articles, materials, supplies, facilities or services ordered hereunder shall be furnished by and at the expense of the Seller. In the event any tooling Tooling (including toolingTooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling Tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling Tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling Tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver the same to Buyer in accordance with the shipping instructions in the this Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear excepted.

Tooling. Unless otherwise agreed to in writingTooling shall be defined as all supplies, all materials, drawings, tools, jigs, dies, jigs, gauges, fixtures, molds, patterns, moldsor other equipment which have been directly or indirectly purchased or provided by Par 4 Plastics, testing apparatusInc. and any tooling that has been or will be created by Seller for the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plastics, machinery Inc. All Tooling shall be the property of the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition; (b) keep the Tooling insured against risk of fire or other loss or damage; and equipment(c) keep Tooling free from any lien, together security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the shipment. Seller shall only use the Tooling to manufacture goods for Par 4 Plastics, Inc.. Tooling shall not be moved from Sellers premises (except for repair or modification) without Par 4 Plastics, Inc.’s prior written approval. COMPLIANCE WITH LAWS Seller shall comply with all other manufacturing aids federal, state, and local laws or regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (hereinafter collectively called toolingwhether of children or adults) was employed in any stage of the mining, production, or manufacture of any component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to this Agreement for the purpose of ascertaining the character of labor used in the manufacture production of the articlesGoods (and of its components) and that it will, materialson an ongoing and regular basis, suppliescontinue to investigate and monitor the character of such labor for all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, facilities or services ordered hereunder shall be furnished by and at the expense Inc.. The Undersigned agrees to furnish evidence of the Seller. In the event any tooling (including toolingsuch investigations, if anyas Par 4 Plastics, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any Inc. may from time-to-time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear excepted.

Tooling. Unless otherwise agreed Seller shall not purchase any Tooling for the account of Buyer or charge Buyer for any tooling except as authorized in the Purchase Order. Seller represents that the price in the Purchase Order for the Tooling is no greater than Seller’s actual cost of such Tooling and that there is no mark-up for profit (unless as authorized in this Section 19). If Seller subcontracts all or part of the fabrication, modification, repair or refurbishment of Tooling to a third-party toolmaker, Seller shall: (i) provide advance written notice to Buyer of the identity of the toolmaker and the location of the Tooling; (ii) inform the toolmaker in writingwriting that it is a bailee-at-will, through Seller, of Tooling owned by Buyer; and (iii) be solely responsible for payments to the toolmaker. Buyer has no obligation to Seller or subcontractor other than payment to Seller of the Purchase Order price. If a subcontractor brings an action against Seller for payment of the Tooling, Seller shall not join Buyer in the action. If Seller’s primary business is to fabricate Tooling, Seller shall be permitted a reasonable profit percentage as specified in the Purchase Order. In the absence of a mutually-accepted profit percentage, Buyer shall determine a reasonable profit percentage following the completion of its audit. Seller shall invoice Buyer for (and Buyer shall only be obligated to pay) the lower of Seller’s actual cost plus such profit percentage or the amount set forth in the Purchase Order. Seller shall provide to Buyer, as requested, access to Seller’s premises and all materialsdocumentation relating to the Tooling, drawingsprior and subsequent to payment, toolsto inspect work performed and to verify charges submitted by Seller against the Purchase Order. For any Tooling or parts thereof that Seller obtains from any third party, diesSeller shall provide Buyer with access to the ultimate production source of the Tooling and documentation in accordance with the preceding sentence. To the extent permitted by applicable law, jigs, gauges, fixtures, patterns, molds, testing apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called toolingany payments made by Buyer for Tooling that is manufactured by a third party are expressly intended by Buyer to be held in trust for the benefit of any subcontractor(s) used by Seller to produce such Tooling and Seller agrees to hold such payments as trustee in trust for such subcontractor(s) until Seller has paid the manufacture subcontractor(s) in full for such Tooling. Seller acknowledges and agrees that such subcontractor is an intended third-party beneficiary of the articlesterms of this Section 19.5 relating to the trust and as such, materials, supplies, facilities such Tooling subcontractor shall have the right to enforce the terms of this Section 19.5 directly against Seller in subcontractor's own name. Seller agrees that Xxxxx has no obligation to Seller or services ordered hereunder shall be furnished by and at Seller's Tooling subcontractor under this Section other than making the expense of payment to Seller in accordance with the SellerPurchase Order. In the event any tooling (including toolingXxxxxx's Tooling subcontractor brings an action against Seller under this section, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain Buyer’s sole property and for Buyer’s sole use and shall be subject to removal at any time at the option of the Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller Xxxxxx agrees that it shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s risk, and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to join Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed by the parties in the same condition as originally received by Seller, reasonable wear and tear exceptedany such action.

Tooling. Unless In the absence of an executed Tooling and Bailment Agreement, the following terms apply: “Tooling” means, collectively, all tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used in connection with the manufacture and sale of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances thereto. All Tooling, whether referred to specifically in a Purchase Order, is owned by Sacoma. In the event Tooling is transferred to Supplier’s facility or control, such Tooling will remain the property of Sacoma. If Supplier has participated in the preparation of Tooling, Supplier may not issue an invoice to Sacoma for Tooling until such Product has been through the Production Part Approval Process (“PPAP”) by Sacoma unless otherwise agreed to in writing, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, testing apparatus, machinery and equipment, together with all . Supplier may not charge Sacoma for the cost of manufacturing or procuring any Tooling or other manufacturing aids (hereinafter collectively called tooling) materials used in the manufacture production and sale of the articlesGoods unless Sacoma agrees in writing to reimburse Supplier for Supplier’s actual reasonable costs of manufacturing or procuring such Tooling or other materials (a “Reimbursement Authorization”). Payment for such Tooling or materials will be due only after (a) Buyer has successfully completed all testing of such Tooling or materials required by Sacoma, including, but not limited to the PPAP, which will be conducted at Supplier’s sole cost and expense, (b) Sacoma has successfully conducted a tooling audit in accordance with its customer's requirements, and (c) Supplier has provided to Sacoma detailed invoices documenting the actual costs incurred by Supplier for such Tooling or materials, suppliesincluding copies of any invoice issued to Supplier by any third party with respect thereto, facilities and other any other information reasonably requested by Sacoma with respect to such Tooling or services ordered hereunder materials (which may include CAD models and drawings). Sacoma shall be furnished by and at pay Supplier only the expense actual cost of such Tooling or materials, not to exceed the Seller. In the event any tooling (including toolingauthorized amount, if any, purchased hereunderstated in the applicable Reimbursement Authorization. Supplier agrees, upon receiving any Tooling, to promptly affix, and to continuously keep and maintain, plainly and distinctly, permanently and conspicuously upon the Tooling the following words: “Property of Sacoma International, LLC” and to keep the Tooling free from other “Property of” markings or labeling which might be interpreted as a claim of ownership by a party other than Sacoma. In addition, within ninety (90) is furnished by Buyer at its expense or is furnished by Seller days of receiving any Tooling, Supplier shall affix to it the Sacoma Tooling Identification Number. Supplier agrees to use the Tooling for the sole and exclusive benefit of Sacoma in the cost thereof paid by Buyerproduction of the Products for Sacoma, such tooling shall and for no other purpose without Sacoma’s express prior written consent, which consent may be and remain Buyerwithheld in Sacoma’s sole property and for Buyer’s sole discretion. Supplier agrees to operate the Tooling within its rated capacity, restrict the use and shall be subject operation to removal at any time at the option of the Buyer. Seller agreessafe, at its expense, to maintain in commercially usable condition careful personnel selected and in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien employed or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon controlled by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held at Seller’s riskSupplier, and shall be kept insured by Seller at Seller’s expense in an amount equal prohibit anyone other than duly authorized personnel of Supplier to make any repairs or adjustments to the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary of the insurance, and shall be subject to removal at Buyer’s written request, Tooling otherwise permitted hereunder (unless otherwise previously authorized in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer in accordance with the shipping instructions in the Purchase Order or as otherwise agreed writing by the parties in the same condition as originally received by Seller, reasonable wear and tear exceptedSacoma).

Tooling. Unless otherwise agreed to in writingAny and all hardware, all materialssoftware, drawingsrobotics, machinery, dies, molds, cavities, jigs, fixtures, gauges, tools, diestooling, jigs, gauges, fixturesmaterial, patterns, moldssamples, testing apparatusprototypes, machinery and equipmentany other property used to manufacture Supplies, together with all other manufacturing aids which is owned, provided, charged to, or paid for by or on behalf of Buyer in whole or in part (hereinafter collectively called tooling“Buyer Tooling”) used in the manufacture of the articles, materials, supplies, facilities or services ordered hereunder shall be furnished by and at the expense of the Seller. In the event any tooling (including tooling, if any, purchased hereunder) is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such tooling shall be and remain the exclusive property of Buyer. Title to Buyer Tooling shall pass to Buyer without regard to Buyer’s sole property payment or performance of other obligations. Seller and for its suppliers shall not retain any lien, encumbrance or interest, nor attempt to encumber Buyer’s sole use and interest in the Buyer Tooling. Buyer Tooling shall be subject be: (a) used exclusively to removal at any time at the option of the fill Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and ’s orders; (b) maintained in good order and repair, appropriately identify mark where necessary, inventory, preserve and not to encumber, lien or pledge and to store all Buyer owned items of tooling referred to in this paragraph 23 for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of tooling which are Buyer’s sole property shall at any reasonable time be subject to inspection and examination by Buyer. Seller shall not substitute any property for Xxxxx’s property and shall not use said property except in filling Buyer’s purchase orders. Such property, while in Seller’s custody and control, shall be held working condition at Seller’s risk, and shall be kept insured expense; (c) subject to periodic accounting by Seller at SellerBuyer’s expense in an amount equal request and inspection by Buyer; (d) identified as to location and not be moved without Buyer’s prior written approval; (e) not scrapped or destroyed without Buyer’s prior written approval – any revenues made from scrapping will be offset against the replacement cost with loss payable to the Buyer, being the Buyer the beneficiary costs of the insurance, scrapping and any profit made thereof shall be subject refunded to removal Buyer; (f) located at the agreed upon location and not be moved without Buyer’s prior written request, in which event Seller shall properly prepare such property for shipment consent; and shall deliver same to Buyer in accordance with the shipping instructions in the Purchase Order (g) promptly returned (including any components or as otherwise agreed by the parties spare parts) in the same condition as originally received by Selleror better condition, reasonable wear and tear excepted, at any time upon Buyer’s request. Xxxxxx agrees to assist in protecting and perfecting Xxxxx’s interest in the Buyer Tooling. Seller waives any lien, right of set-off or counterclaim that might permit Seller to refuse to deliver Buyer Tooling to Buyer. All Buyer Tooling shall be conspicuously marked “Property of CentroMotion” by Seller, insured by Seller and held at Sellers’ risk while in Seller’s or its agent’s control or possession. Seller shall provide Buyer with an updated tooling list on a yearly basis and agrees, upon request, to diligently execute Xxxxx’s tooling agreement.