Terms of service


Following expiration or termination of the Order by either party for any reason (including termination by Supplier) and notwithstanding any claimed or actual breach of any obligation by Customer, Supplier will cooperate in the transition of supply to a successor supplier, including the following, which will collectively be referred to as "Transition Support": (1) Supplier will continue production and delivery of all Products as ordered by Customer, at the Prices and other terms stated in the Order, without premium or other condition, during the entire period reasonably needed by Customer to complete an orderly transition to the alternate supplier(s); (2) at no cost to Customer, Supplier will promptly provide all requested information and documentation regarding and access to Supplier's manufacturing process, including on- site inspections, bill-of-material data, Tooling and process detail and samples of Products and components; and (3) subject to Supplier's actual capacity constraints, Supplier 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 Customer in writing. If the transition occurs for reasons other than Supplier's termination for Cause, Customer will, at the end of the transition period, pay the reasonable, actual cost of the assistance under subpart (3) of this section, provided that Supplier has advised Customer prior to incurring such amounts of its estimate of such costs. If the parties disagree on the cost of Transition Support, Customer will pay the agreed portion to Supplier without prejudice to Supplier’s right to seek to recover any disputed amounts.