Chemical Equipment Chem Feeder

Chemical Equipment Chem Feeder Agreement

This Chemical Equipment Chem Feeder Agreement (Agreement) is entered into as of by and between Supplier Name: (Supplier) and Client Name: (Client).

WHEREAS

WHEREAS, Supplier designs, manufactures and supplies chemical feed equipment, including automated chemical feeders and associated controls, and represents that it has the expertise to supply, deliver, install and commission a Chem Feeder described herein; and

WHEREAS, Client desires to purchase from Supplier, and Supplier agrees to provide, the Chem Feeder equipment, installation, testing and limited warranty services on the terms and conditions set forth in this Agreement.

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

Scope of Work

Equipment Specifications and Delivery

Delivery Date (estimated):    |    Client Acceptance Period:

Payment Terms

Total Contract Price: $. Supplier shall submit invoices in accordance with the schedule below.

Late Payment: Any undisputed amount not paid within days of invoice due date shall accrue interest at % per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs and legal fees incurred by Supplier to collect overdue amounts.

Term and Termination

Term Commencement Date: . Termination Date (if applicable): .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for insolvency, prolonged force majeure, or as otherwise provided in this Agreement. Termination shall not relieve Client of its obligation to pay for delivered and accepted equipment, services performed prior to termination, or non-cancellable third-party costs incurred by Supplier.

Acceptance, Installation and Warranty

Acceptance Testing: Client shall have the stated acceptance period above to inspect and test the Chem Feeder. Equipment shall be deemed accepted if Client does not provide written rejection specifying defects within the acceptance period. Supplier shall correct defects identified in accordance with the inspection procedure described below.

Warranty: Supplier warrants that the Chem Feeder will be free from defects in material and workmanship for a period of months from the date of acceptance. Supplier’s sole obligation under this warranty shall be, at Supplier’s option, repair or replacement of defective parts or refund of amounts paid for the defective unit. This warranty does not cover damage caused by misuse, unauthorized modification, chemical incompatibility, or improper maintenance by Client.

Confidentiality

Each party shall maintain in confidence all non-public technical, commercial and business information disclosed by the other party that is marked or reasonably understood to be confidential. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement or is independently developed without use of the other party’s confidential information.

Indemnification, Limitation of Liability and Insurance

Indemnification: Each party shall indemnify and hold harmless the other from claims, liabilities, damages and expenses arising from its own negligent acts or omissions or willful misconduct related to performance under this Agreement. The indemnifying party shall defend at its expense any third-party claim subject to indemnity.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, in no event shall either party’s aggregate liability under or in connection with this Agreement exceed the total amounts actually paid by Client to Supplier under this Agreement for the specific equipment or services giving rise to the claim.

Compliance and Safety

Supplier shall supply the Chem Feeder with appropriate safety labeling and instructions. Client is responsible for safe storage, handling and use of chemicals in compliance with applicable law. Supplier shall not be liable for losses arising from Client’s failure to follow chemical safety guidelines or use incompatible chemicals.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the arbitration rules agreed by the parties, with the arbitrator authorized to award costs and reasonable attorneys’ fees as permitted by applicable law.

Entire Agreement

This Agreement, including any exhibits, purchase orders expressly incorporated herein, and written amendments signed by both parties, constitutes the entire agreement between Supplier and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except to an affiliate or in connection with a sale of substantially all assets or stock, provided the assignee assumes all obligations under this Agreement.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disturbances, government actions, or inability to obtain materials. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

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