Equipment Grinding Plates

EQUIPMENT GRINDING PLATES AGREEMENT

Agreement Number:

Parties

Recitals

WHEREAS, Supplier is engaged in the manufacture, refurbishment and supply of industrial grinding plates used in crushing and milling equipment and possesses the technical capability, tooling and quality control processes necessary for the supply of such grinding plates; and

WHEREAS, Client requires the supply and/or refurbishment of grinding plates conforming to the specifications set forth in this Agreement for use in Client's equipment, and wishes to retain Supplier to provide such goods and related services; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

Scope of Work

Supplier shall supply, manufacture, refurbish and deliver grinding plates in accordance with the specifications, quantities and delivery schedule set forth below. Supplier shall perform the work in a professional manner consistent with industry standards and in compliance with any performance tolerances identified in this Agreement.

Delivery, Inspection and Acceptance

Delivery Address:

Delivery Terms: Supplier shall deliver goods FOB Client's facility unless otherwise agreed in writing. Risk of loss transfers upon delivery to the delivery address. Title transfers upon full payment unless otherwise agreed.

Inspection and Acceptance: Client shall inspect delivered grinding plates within days of delivery and shall provide written notice of rejection specifying defects. Failure to provide timely written notice shall constitute acceptance.

Payment Terms

Contract Price (total): $. Client shall pay Supplier in accordance with the schedule below.

Payment Schedule: Deposit of % due upon execution; % due upon completion of machining; remainder due upon acceptance or days from invoice, whichever occurs first.

Invoicing: Supplier shall submit itemized invoices referencing the Agreement Number. Payments shall be made in U.S. dollars by check or other mutually agreed method and applied to the oldest outstanding invoices.

Late Payment: Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in collecting overdue amounts.

Warranties; Remedy

Supplier warrants that grinding plates delivered under this Agreement shall conform to the agreed specifications and be free from defects in material and workmanship for a period of months from date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective plates or refund of the purchase price for the defective items, provided Client notifies Supplier in writing within the warranty period and returns the alleged defective plates for inspection. The warranty does not cover damage due to misuse, improper installation, normal wear, or unauthorized repair.

Term and Termination

Term: This Agreement commences on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' written notice to the other party. In the event of termination for convenience, Supplier shall be paid for goods completed and services performed prior to termination and for reasonable costs incurred as a direct result of termination.

Termination for Cause: Either party may terminate upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive confidential and proprietary information of the other party. Confidential Information means trade secrets, technical specifications, drawings, pricing, business plans and other non-public information designated as confidential or that a reasonable person would understand to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that is or becomes public other than by breach of this Agreement, is lawfully received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information. Upon request, recipient shall return or destroy Confidential Information and certify destruction.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold the other harmless from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of third party claims to the extent caused by the indemnifying party's negligence or willful misconduct in performance of this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. The aggregate liability of each party for any claim arising under this Agreement shall be limited to the total amounts paid or payable by Client to Supplier under this Agreement for the specific goods or services giving rise to the claim.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation between senior executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county of the governing state, in accordance with the arbitration rules selected by the parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits, attachments and 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, proposals and communications, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth in this Agreement or to such other address as either party may designate by written notice to the other.

Additional Provisions

The parties represent and warrant that they are authorized to enter into this Agreement and that the individuals signing below have the authority to bind their respective organizations.

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