Custom Product Sizing Order Form

Custom Product Sizing Order Form

Recitals

WHEREAS, Client Name: (the "Client") requires manufacture and delivery of custom-sized products in accordance with the specifications set forth herein; and

WHEREAS, Supplier Name: (the "Supplier") represents it has the capacity, expertise, and equipment necessary to produce the custom products to Client's sizing specifications under the terms of this Order Form.

NOW, THEREFORE, the parties agree as follows.

Order and Parties

Scope of Work

The Supplier will produce the custom products in accordance with the specifications, measurement tolerances, and quantities set forth below and in any attached sizing charts or measurement tables. Measurements and tolerances will govern over general descriptions where inconsistent.

Sample Approval Required: Yes    Expedited Production Requested: Yes

Payment Terms

Client agrees to pay Supplier as follows. All amounts are in the currency agreed below. Supplier shall invoice Client in accordance with the payment schedule set forth in this section.

Late Payment: Any amounts not paid when due shall accrue interest at the rate of per month, compounded monthly, plus reasonable collection costs. Supplier may suspend performance for overdue amounts after written notice.

Term and Termination

Term: This Order commences on Start Date: and continues until Completion Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Order upon providing written notice at least Notice Period: prior to the intended termination date. Termination shall be effective only as set forth in such notice.

Termination for Cause: Either party may immediately terminate upon written notice if the other materially breaches this Order and fails to cure such breach within after receipt of written notice specifying the breach. Upon termination for cause by Supplier due to Client's nonpayment, Supplier shall be entitled to payment for all work performed to date and reasonable demobilization costs.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public technical, commercial, or business information received from the other party (the "Disclosing Party") in connection with this Order. Confidential Information shall not include information that is (a) generally known to the public other than by a breach of this obligation, (b) rightfully received from a third party without restriction, (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) required to be disclosed by law, provided the Receiving Party gives prompt notice and limits disclosure to the extent legally required.

Confidentiality Duration: The obligations set forth in this section shall continue for Confidentiality Period: from the date of disclosure, and with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

Acceptance; Warranties; Liability

Acceptance: Client shall inspect delivered products within of delivery and notify Supplier in writing of any nonconformity. Failure to timely notify shall constitute acceptance, except for latent defects not reasonably discoverable within such period.

Warranty: Supplier warrants that products will conform to the agreed specifications and be free from material defects for Warranty Period: from delivery. Supplier's sole obligation for breach of warranty shall be, at Supplier's option, repair, replacement, or refund of the purchase price for the nonconforming items.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Aggregate liability for claims arising out of this Order shall not exceed the total payments made to Supplier under this Order.

Governing Law; Dispute Resolution

This Order shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation; if unresolved within thirty (30) days, either party may seek resolution through arbitration or litigation as agreed in writing.

Entire Agreement; Amendments

Entire Agreement: This Order, including any documents expressly incorporated by reference (such as approved sizing charts or sketches), constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior representations, negotiations, and agreements, whether written or oral.

Amendment: No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties. Any purchase order or other document issued by Client that contains terms additional to or inconsistent with this Order is hereby rejected unless expressly accepted in writing by Supplier.

Additional Provisions

Sign Now