Conveyor Equipment Agreement

CONVEYOR EQUIPMENT AGREEMENT

This Conveyor Equipment Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Supplier is engaged in the design, manufacture, sale and, where applicable, installation of conveyor equipment and related components; and

WHEREAS, Customer desires to purchase from Supplier certain conveyor equipment, accessories and related services as described below, and Supplier agrees to furnish such equipment and services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope of work, payment terms, delivery, acceptance, warranty, confidentiality and other material terms governing the transaction.

Scope of Work

Supplier shall provide the conveyor equipment and services described below. Equipment shall conform to the specifications, performance criteria and quantities set forth in this Agreement or in attachments incorporated herein. Supplier shall perform installation, testing and commissioning where indicated and shall provide operation manuals and training as specified.

Payment Terms

Customer shall pay Supplier for the equipment and services in accordance with the schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing. Invoices shall be paid net within the number of days indicated from the invoice date.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Customer shall also reimburse Supplier for reasonable collection costs.

Delivery, Installation and Acceptance

Supplier shall use commercially reasonable efforts to deliver equipment by the agreed delivery dates. Delivery dates are estimates and are subject to adjustments for causes beyond Supplier’s reasonable control. Where installation services are included, Supplier shall perform installation in accordance with the schedule and will conduct acceptance tests at Customer’s site. Acceptance shall occur upon successful completion of agreed acceptance criteria or, failing such test, within ten (10) business days after corrective actions are completed.

Warranty

Supplier warrants that equipment furnished under this Agreement will be free from material defects in materials and workmanship under normal use 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 purchase price for such parts, provided Customer notifies Supplier in writing of the defect promptly after discovery and returns the item, freight prepaid, if requested. This warranty does not apply to defects resulting from misuse, negligence, modification or improper installation by parties other than Supplier.

Insurance and Indemnity

Each party shall maintain insurance coverage customary for its business operations and sufficient to cover liabilities arising from performance under this Agreement. Supplier shall indemnify and hold Customer harmless from third-party claims to the extent caused by Supplier’s negligence or willful misconduct in the manufacture or installation of the equipment. Customer shall indemnify Supplier for claims arising from Customer’s use, misuse, or modification of the equipment, or from Customer’s failure to maintain the equipment as specified.

Term and Termination

This Agreement commences on the Effective Date set forth above and shall continue in effect until unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Either party may terminate for convenience upon days’ prior written notice to the other party, subject to payment for goods delivered and services performed through the effective date of termination.

Confidentiality

Each party (Recipient) shall keep confidential all non-public, proprietary or business information disclosed by the other party (Discloser) in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall use such information solely to perform its obligations under this Agreement and shall not disclose it to any third party except to employees, agents or subcontractors having a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidentiality obligations do not apply to information that (a) is or becomes public through no fault of Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt notice to Discloser to permit a protective order or other remedy.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any attachments or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth above or to such other address as either party designates by notice to the other.

Acceptance

The parties acknowledge that by signing below they agree to be bound by the terms and conditions of this Agreement. If an authorized purchase order or other attachment is referenced, such document is incorporated only to the extent it does not conflict with this Agreement.

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