Acrylic Silicone Specification Sheet

Acrylic Silicone Specification Sheet

RECITALS

WHEREAS, Client Name: and Supplier Name: desire to document product specifications, performance requirements, and the commercial terms applicable to the supply of the acrylic silicone material described below; and

WHEREAS, Supplier represents that it manufactures or supplies acrylic silicone products meeting the specifications set forth herein and agrees to furnish samples, test reports, and any regulatory documentation required by Client under the terms of this Specification Sheet and the attached commercial terms.

1. PRODUCT IDENTIFICATION

SCOPE OF WORK

ACCEPTANCE, TESTING, AND QUALITY

PAYMENT TERMS

Contract Price (per unit or total):

Invoice Submission Requirements:

Late Payment Fee: — Interest shall accrue on any undisputed amount not paid when due. Payment obligations are independent of acceptance remedies.

TERM AND TERMINATION

Term Commencement Date: and Term Expiration Date: .

Either party may terminate for material breach that remains uncured for days after written notice. Termination for convenience by Client requires days prior written notice and payment for work performed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public technical, commercial, and business information (the "Confidential Information") disclosed by the other party (the "Disclosing Party") and shall not disclose such Confidential Information to third parties except as expressly permitted herein. Confidential Information includes formulations, test data, pricing, and customer-specific requirements, but does not include information that: (a) is or becomes public other than by breach of this Agreement; (b) is already rightfully in the Receiving Party’s possession; or (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The obligations of confidentiality shall survive termination of this Specification Sheet for a period of years. Remedies for breach include injunctive relief and any other remedies available at law or in equity.

LIMITED WARRANTY AND LIABILITY

Supplier warrants that the material supplied shall conform to the specifications set forth in this document and that at the time of shipment it will be free from material defects in workmanship. The foregoing warranty is exclusive and in lieu of all other warranties, express or implied, including merchantability and fitness for a particular purpose. Supplier's sole obligation for breach of this warranty shall be, at Supplier's election, replacement of nonconforming material or refund of the purchase price. In no event shall Supplier be liable for incidental, consequential, or special damages.

GOVERNING LAW

This Specification Sheet and any dispute arising out of or related to it shall be governed by the laws of the State of without regard to conflicts of law principles. Venue for any action shall be in the courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Specification Sheet, together with any written purchase orders, attachments, and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral.

MISCELLANEOUS PROVISIONS

Notices under this Specification Sheet shall be in writing and delivered to the addresses below. Neither party may assign its rights or obligations without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

SIGNATURES

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