Equipment Power Supply Agreement

Equipment Power Supply Agreement

This Equipment Power Supply Agreement (the "Agreement") is made as of by and between:

Supplier Name:    Supplier Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Supplier is engaged in the business of providing power supply equipment, installation, and related services to operate, support or back up electrical loads for industrial and commercial equipment; and

WHEREAS, Client requires a power supply solution for Client Equipment described herein and wishes to retain Supplier to provide such equipment, supply and related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of the equipment, service obligations, payment terms and allocation of risk and responsibility.

SCOPE OF WORK

Supplier shall provide the equipment, installation, commissioning, and ongoing power-supply services described below. Supplier's obligations include delivery, installation, testing, and initial verification of proper operation of the power supply system in accordance with industry standards and the specifications set out in this Agreement.

PAYMENT TERMS

Client shall pay Supplier for the equipment and services rendered as follows. All amounts are in U.S. Dollars unless otherwise stated.

All payments are due within days of receipt of Supplier's invoice unless otherwise agreed in writing. Client is responsible for all applicable taxes, duties and governmental charges related to the transaction, except for taxes based on Supplier's net income.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for equipment delivered and services performed through the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability and payment shall survive termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, and shall use such Confidential Information only for the performance of its obligations under this Agreement. Confidential Information includes non-public technical, operational, financial and business information, but does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without confidentiality obligations, (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates in seeking appropriate protective measures.

EQUIPMENT, TITLE AND RISK

Supplier retains title to all equipment supplied until payment in full, except as expressly agreed in writing. Risk of loss or damage to equipment passes to Client upon delivery to the installation site, except where Supplier performs transport and installation and the parties agree otherwise in writing. Client shall maintain insurance covering equipment against loss or damage during the term and until title transfers.

WARRANTIES AND LIMITATIONS

Supplier warrants that equipment supplied under this Agreement will conform to the specifications set forth in the Scope of Work and will be free from defects in materials and workmanship for a period of from the date of acceptance. Supplier's sole and exclusive obligation for breach of this warranty shall be, at Supplier's option, repair or replacement of the defective equipment. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF SUPPLIER FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligent acts or willful misconduct in connection with the performance of this Agreement.

GOVERNING LAW

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

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses below or such other address as either party may designate by notice to the other.

ENTIRE AGREEMENT

This Agreement, together with any attachments and the Scope of Work described above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the parties. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

The parties each represent and warrant that they are duly authorized to enter into this Agreement and that the person signing below is authorized to bind the respective party.

Sign Now