Applied Process Cooling in Industrial Applications

APPLIED PROCESS COOLING IN INDUSTRIAL APPLICATIONS — GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: , with principal address: , and Client Name: , with principal address: .

WHEREAS

WHEREAS, Provider specializes in the design, supply, installation and maintenance of process cooling systems applied to industrial processes, including but not limited to chiller systems, closed-loop glycols, heat exchangers and associated controls; and

WHEREAS, Client operates industrial facilities requiring process cooling services to control process temperatures, improve yield and maintain safety and desires to engage Provider for the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

DEFINITIONS

"Work" means the design, supply, installation, testing, commissioning and/or maintenance of process cooling equipment and services expressly set forth in the Scope of Work. "Deliverables" means tangible and documented outputs delivered to Client under this Agreement. "Confidential Information" has the meaning set forth in the Confidentiality clause below.

SCOPE OF WORK

Provider shall perform the Work in accordance with agreed project drawings, specifications and standard industry practice. Provider shall obtain and maintain all permits and approvals required for the Work unless otherwise agreed in writing. Any deviation from approved drawings or specifications shall require a written change order signed by both parties.

DELIVERABLES AND PERFORMANCE STANDARDS

Provider shall deliver Deliverables that meet the functional specifications set forth in the Scope of Work and shall perform all services in a professional and workmanlike manner in accordance with applicable codes, standards and regulatory requirements.

PAYMENT TERMS

Client shall pay Provider for the Work as follows:

All payments are exclusive of applicable taxes, which shall be paid by Client unless Client provides a valid tax exemption certificate. Provider reserves the right to suspend performance for invoices unpaid beyond the Invoice Due Days after providing written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period above. Termination for convenience by Client requires payment to Provider for Work performed, materials procured and reasonable cancellation costs.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform the Work. Confidential Information includes technical data, drawings, process information, pricing, and any information designated in writing as confidential. Confidential obligations survive termination for a period of years.

WARRANTIES, LIMITATIONS AND INSURANCE

Provider warrants that the Work will be free from material defects in workmanship for a period of twelve (12) months from successful commissioning, unless otherwise specified in the Scope of Work. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable for consequential, incidental or punitive damages except for breaches of confidentiality or willful misconduct. Each party's aggregate liability for direct damages shall not exceed the total fees paid to Provider under this Agreement for the applicable Work.

CHANGE ORDERS

Any change to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both parties, specifying the change in scope, adjustment to price and schedule. Provider shall not be required to perform additional work without an executed Change Order.

INDEMNIFICATION AND SAFETY

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement. Provider shall comply with Client site safety rules and applicable safety regulations; Client shall provide reasonable access and safety information.

FORCE MAJEURE

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, strikes, shortages, governmental orders, pandemics or supply chain disruptions. The affected party shall notify the other promptly and take commercially reasonable steps to mitigate the effect.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses shown below or to such other address as either party may designate in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any referenced Scope of Work, exhibits and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals and communications, whether written or oral. No amendment to this Agreement is binding unless executed in writing by authorized representatives of both parties.

SIGNATURES

Sign Now