Custom Mouthpiece Order Form

Custom Mouthpiece Order Form

Parties and Order Identification

Client Name:   Order Number:

Recitals

WHEREAS, Manufacturer is engaged in the design, fabrication and finishing of bespoke mouthpieces for musical instruments and has facilities, skills and experience to produce custom mouthpieces in accordance with Client specifications; and

WHEREAS, Client desires to order and procure custom mouthpieces from Manufacturer under the terms set forth herein, and Manufacturer agrees to produce and deliver such custom mouthpieces pursuant to the Scope of Work and Payment Terms contained in this form; and

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

Order Details

Brass    Silver    Hard rubber    Other:

Polished    Matte    Gold plating    Silver plating    Lacquer

Scope of Work

Manufacturer will design, fabricate, finish and deliver the custom mouthpiece(s) described in Order Details in accordance with the specifications provided by Client. All work shall conform to the specifications in the Measurements / Tolerances and Special Instructions fields, subject to the tolerances expressly agreed in writing.

Payment Terms

Client shall pay the amounts due as follows. All amounts are exclusive of applicable taxes and shipping unless otherwise indicated.

Balance due at delivery or prior to shipment:

Late payment shall incur interest at on unpaid balances calculated monthly from the due date until paid. Client shall also be responsible for any costs of collection, including reasonable attorneys' fees.

All deposits are non-refundable after Manufacturer begins fabrication, except as provided in the Termination section below or by written agreement signed by both parties.

Delivery and Shipping

Term and Termination

This Order shall commence on Start Date: and shall remain in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Order for material breach if the breaching party fails to cure such breach within days after written notice. Manufacturer may suspend work and retain deposits if Client fails to timely pay amounts due.

In the event of termination by Client without cause after fabrication has commenced, Client remains responsible for costs incurred through termination, including a reasonable termination fee equal to Manufacturer's direct costs plus a portion of profit as reasonably calculated by Manufacturer.

Confidentiality

Each party agrees that any technical, commercial or other information marked as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information") shall be held in strict confidence and shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law. Confidential Information shall not include information that is publicly known, rightfully received from a third party without breach, or independently developed without use of the other party's Confidential Information.

The obligations under this Confidentiality clause shall survive termination or expiration of this Order for a period of three (3) years.

Yes    No

Governing Law

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

Warranties and Limitations

Manufacturer warrants that delivered mouthpieces will conform to the agreed specifications and will be free from material defects in workmanship under normal use for a period of ninety (90) days from delivery. Manufacturer's sole obligation under this warranty shall be, at Manufacturer's option, to repair or replace nonconforming goods or to refund the portion of the purchase price attributable to such goods. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MANUFACTURER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Entire Agreement

This Order, together with any attachments and any written modifications signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

Acceptance

By signing below, Client places the order described in this form and acknowledges receipt of and agreement to these terms. Manufacturer's acceptance is conditioned upon receipt of the required deposit and acceptance by Manufacturer in writing or via executed signature below.

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