Automotive Valve Spring Template

AUTOMOTIVE VALVE SPRING TEMPLATE

This Automotive Valve Spring Agreement (the Agreement) is made and entered into as of Effective Date: by and between Supplier Name: and Purchaser Name: .

RECITALS

WHEREAS, Supplier manufactures and supplies precision automotive valve springs to meet specified engine performance and durability requirements; and

WHEREAS, Purchaser desires to purchase and Supplier agrees to supply valve springs conforming to the technical specifications and quality standards set forth in this Agreement; and

WHEREAS, the parties intend to set forth the scope of work, delivery, inspection, payment terms, confidentiality and other terms governing production and supply of the valve springs.

SCOPE OF WORK

Supplier shall design, manufacture, test and deliver valve springs in accordance with the technical specifications set forth below. All springs shall be produced using manufacturing controls and testing procedures consistent with good industry practice.

TECHNICAL SPECIFICATIONS

INSPECTION, TESTING AND ACCEPTANCE

Supplier shall perform quality control testing and provide Inspection Reports with each shipment. Purchaser shall have the right to inspect delivered goods within days of receipt. Items failing to conform to the specifications shall be repaired or replaced at Supplier's expense within a mutually agreed remedial period.

PAYMENT TERMS

Purchaser shall pay Supplier the Total Contract Amount for the goods and services rendered under this Agreement in accordance with the payment schedule below. All amounts are exclusive of taxes unless otherwise required by law.

Payments shall be made in cleared funds to Supplier's designated account. Invoices that are disputed in good faith will not incur late fees for the disputed portion provided Purchaser notifies Supplier in writing of the dispute within ten (10) days of receipt of the invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue 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 such breach within thirty (30) days after receipt of written notice. Supplier may suspend production or delivery immediately if Purchaser fails to pay undisputed amounts when due. Termination shall not relieve either party of liability for obligations accrued prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and not disclose to any third party any Proprietary Information disclosed by the other party (Discloser) in connection with this Agreement. Proprietary Information includes technical drawings, specifications, process data, pricing and business information. The Recipient shall use Proprietary Information solely to perform obligations under this Agreement and shall protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) was already known to Recipient prior to disclosure; or (d) is independently developed without use of or reference to Discloser's Proprietary Information. The obligations under this clause shall survive termination for a period of five (5) years.

WARRANTIES AND LIABILITY

Supplier warrants that goods delivered under this Agreement will conform to the agreed specifications and will be free from defects in materials and workmanship for a period of twelve (12) months from delivery. Supplier's sole liability and Purchaser's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of nonconforming goods or refund of the purchase price for such goods. Except as expressly stated in this Agreement, Supplier disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

CHANGE ORDERS

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction below, without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes through good faith negotiations and, if unresolved within sixty (60) days, to submit disputes to binding arbitration in the designated jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits, drawings, specifications and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.

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