Equipment Replacement Agreement

EQUIPMENT REPLACEMENT AGREEMENT

This Equipment Replacement Agreement ("Agreement") is made and entered into as of Day: Month: Year: by and between Company Name: , a business organized as Corporation LLC Individual with principal place of business at (hereinafter "Provider"), and Company Name: , a business organized as Corporation LLC Individual with principal place of business at (hereinafter "Recipient").

RECITALS

WHEREAS, Provider owns or is authorized to procure certain equipment described in the Equipment Schedule attached hereto and incorporated herein; and

WHEREAS, Recipient currently operates or uses one or more units of such equipment and desires replacement or substitution of specified units in accordance with the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the rights, duties and obligations of the parties with respect to the replacement, installation, inspection, acceptance, and payment for replacement equipment.

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

1. DEFINITIONS

1.1 "Equipment" means the items set forth in the Equipment Schedule, including all component parts, manuals, and accessories supplied by Provider for replacement of Recipient's current units.

1.2 "Replacement Work" means the supply, delivery, installation, testing and commissioning of Equipment as specified in this Agreement.

2. EQUIPMENT SCHEDULE

The parties agree the Equipment to be provided under this Agreement is described as follows. Additional rows may be attached and incorporated by reference.

3. REPLACEMENT OBLIGATIONS

3.1 Provider shall procure, deliver and, where applicable, install the Equipment at the Recipient's site in accordance with the schedule agreed by the parties. Provider shall perform Replacement Work in a professional manner consistent with industry standards.

3.2 Recipient shall make the premises accessible for delivery, installation, and testing. Recipient shall provide reasonable cooperation and any site-specific information required by Provider for safe installation.

4. DELIVERY, INSTALLATION AND ACCEPTANCE

4.1 Delivery shall occur at Recipient's address listed above unless the parties agree otherwise in writing. Risk of loss for Equipment shall pass to Recipient upon delivery and successful installation and initial testing if installation is required.

4.2 Upon installation, the parties shall conduct acceptance testing. Acceptance shall occur when the Equipment operates in accordance with the agreed functional criteria for a period of no less than ten (10) consecutive business days, unless a nonconformity is recorded in writing by Recipient.

5. WARRANTIES

5.1 Provider warrants that, for a period of from the date of Acceptance, the Equipment will be free from material defects in materials and workmanship and will conform to the specifications set forth in this Agreement.

5.2 The foregoing warranty does not cover damage resulting from misuse, unauthorized modification, neglect, accident, or external causes. Provider's sole obligation under this warranty shall be to repair or replace, at Provider's option, any nonconforming Equipment within a commercially reasonable time.

6. LIABILITY AND INDEMNIFICATION

6.1 Each party shall be liable for direct damages resulting from its breach of this Agreement. Neither party shall be liable to the other for special, incidental, consequential, punitive or indirect damages, including lost profits, except where such limitation is prohibited by applicable law.

6.2 Provider shall indemnify, defend and hold harmless Recipient from and against third-party claims arising out of Provider's negligent performance of the Replacement Work or breach of Provider's express warranties, subject to Recipient providing prompt written notice and reasonable cooperation.

7. PAYMENT AND COSTS

7.1 In consideration for the Replacement Work, Recipient shall pay Provider the Total Replacement Price of according to the following schedule: Deposit upon order and balance upon Acceptance.

8. RECORDS; ACCESS

8.1 Provider shall maintain complete and accurate records concerning the delivery, installation, testing and warranty service for the Equipment for a period of three (3) years following Acceptance. Recipient and its authorized representatives shall have reasonable access to such records upon reasonable prior notice.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue until all Replacement Work and warranty obligations have been satisfied, unless earlier terminated as provided herein.

9.2 Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses below by certified mail, courier, or personal delivery and shall be deemed given when received.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 No failure or delay by either party in exercising any right shall operate as a waiver thereof, except by a writing signed by the waiving party.

11.3 This Agreement may be executed in counterparts, each of which shall be an original and all of which together constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below without regard to conflicts of law principles.

12.2 Entire Agreement. This Agreement, together with the Equipment Schedule and any written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision to carry out the intent of the parties.

13. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information obtained from the other party in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing party. Confidential information shall not include information that becomes publicly available other than by breach of this Agreement.

14. SPECIAL CONDITIONS

Sign Now