10.1 Materials, equipment, tools, dies, jigs, patterns, moulds, or any Intellectual Property Rights in all drawings, specifications and data supplied by the Company to the Seller or not so supplied but procured, manufactured or developed by the Seller specifically for the manufacture of the Goods (collectively referred to as the “Tooling”) and to be paid for by the Company, directly or indirectly, in any manner whatsoever including but not limited to in the event it is to be amortised in the price of Goods, shall be the exclusive property of the Company. The Seller shall be acting as bailee on behalf of the Company in respect of such Tooling. The Tooling shall not be subject to any attachment or procedure of removal and shall be identified by the Seller in its plant as the Company’s property by whatever appropriate means including but not limited to affixing thereto a plate indicating to whom it belongs. Upon early termination or expiry of the Contract the fact that the total price of the Tooling has not yet been paid by the Company shall not affect the Company’s title rights on such Tooling and the Company will make good the difference. It is understood however that in case the price of the Tooling was not capable of being amortised in the price of the Goods through no fault of the Company, the Company shall not be obliged to make good the difference, without affecting the Company’s title on such Tooling.

10.2 The Seller shall:

(i) use the Tooling exclusively for the performance of Contracts; and,

(ii) not remove, modify, reproduce or destroy the said item of Tooling without the Company’s prior written consent.

10.3 The Seller warrants that:

(i) the Tooling shall meet the Purchaser’s specifications; and,

(ii) it shall maintain, repair and/or renew any Tooling that is damaged, lost or worn-out and shall insure at its own expense such Tooling to its replacement value; and,

(iii) shall expressly waive any right of retention whatsoever on the said Tooling and shall return it to the Company at the Company’s first request, in perfect working condition with complete technical documentation, including all the detailed drawings relating thereto.

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