Mechanics of ROLR Clause Samples

Mechanics of ROLR. (i) Customer will submit to prospective bona-fide suppliers, including the Company, a request for quotation (the “RFQ”) for the Replacement Parts, in accordance with its customary procedures. (ii) The RFQ shall contain a copy of the Customer’s Statement of Requirements (the “SOR”) for the Replacement Parts and the Company shall acknowledge in writing to the Customer its receipt of the SOR within seven (7) business days of its receipt of the SOR (the “SOR Acknowledgment”). (iii) If the Company wishes to exercise the ROLR, then at all times during the Customer’s RFQ process, the Company must participate in such process, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. including any developmental work, the advance purchasing/engineering process and the submission of bids, on the same basis as other potential suppliers to the Customer of the Replacement Parts. If at any time during the Customer’s RFQ process, the Customer determines, in the exercise of its reasonable discretion, that the Company has failed, in any manner, to participate on the same basis as other potential supplier(s) of the Replacement Parts (including, without limitation, providing 1804 piece price cost breakdown forms for the subject Replacement Parts consistent with current practices), and if such failure is not cured by Company within five (5) business days after receipt of written notice from Customer of such deficiency, the Customer may disqualify the Company from the RFQ process by informing the Company in writing of such disqualification, and the ROLR with respect to that particular RFQ will be null and void and of no further force and effect, and the Company will have no further rights with respect thereto. (iv) Assuming the Company has not been disqualified pursuant to Paragraph 4.2(iii) above, then as set forth in the RFQ, the Company must submit to the Customer in accordance with the timeline established by the RFQ its proposal (the “Company’s Proposal”) for supply of the Replacement Parts, as applicable. The Company’s Proposal must, at a minimum, comply in all respects with the Customer’s SOR. If the Customer determines at any time that the Company...
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