(i) With regard to Tooling required to produce [......] Components sourced from [......], Buyer shall provide all such Buyer Provided Tooling necessary to commence production, including POs for any required Seller Provided Tooling in accordance with, but not to exceed the pricing quoted in Appendix 5B within [......] of signing this Agreement, , it being understood by Buyer that Sellers performance obligations to produce such [......] Components are contingent upon its timely receipt of such Buyer Provided Tooling and, if necessary, Seller Provided Tooling orders. Buyer hereby authorizes Seller to effect any repairs necessary to the Buyer Provided Tooling sourced from [......], including any necessary repairs to the skin mold control system, at Sellers sole cost . Buyer also agrees to deliver any and all Buyer Provided Tooling sourced from [......] to Seller by no later than [......]. Buyer hereby agrees that all warranties to Buyer from third-party vendors for Buyer Provided Tooling shall inure to the benefit of Seller. Any delays in the delivery of the Buyer Provided Tooling required for [......] Component production, or in the placement of POs for Seller Provided Tooling that is required in connection therewith, shall result in an equal, ratable delay in the production and delivery timeline of [......] Components to Seller in 2013 and 2014 as set forth in [Appendix 5A], provided that Seller shall use commercially reasonable efforts to overcome any such delays.
With regard to any Buyer Provided Tooling , Seller and Buyer agree that in the event that the first 30 sets of [......] Components made from such Buyer Provided Tooling evidence any challenges or issues with the condition of such Buyer Provided Tooling, including any out of tolerance conditions, requiring Seller modifications or repairs at the Production Facility, Seller will quote such modifications or repairs and Buyer must review and agree in writing to the scope and direction of such modifications or repairs under a PO provided by Buyer prior to Seller beginning any such work. Seller will only warrant workmanship and materials associated with mutually agreed upon written modifications or repairs. If, however, the parties elect not to repair such Buyer Provided Tooling, the parties hereby agree that Seller shall have no further obligation to produce, and Buyer shall have no further obligation to purchase, [......] Components beyond the minimum volumes set forth in this Agreement for such [......] Components and that Seller, at its sole discretion, may choose to use the production space that would have been occupied by such Buyer Provided Tooling for its other customers.
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