Equipment Supply Agreement

EQUIPMENT SUPPLY AGREEMENT

This Equipment Supply Agreement ("Agreement") is entered into as of the day of , by and between Supplier Name: , a business organized as Corporation LLC Partnership with principal place of business at ; and Buyer Name: , a business organized as Corporation LLC Partnership with principal place of business at .

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying and servicing equipment used in the Buyer's industry, including the equipment described in Schedule A or in the Equipment Description field below; and

WHEREAS, Buyer desires to purchase and Supplier desires to supply certain equipment and related services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the parties' complete understanding regarding the sale and supply of the equipment.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Equipment Supply Agreement and all schedules and appendices hereto. "Equipment" means the machines, parts, components and related items described in the Equipment Description:

2. SUPPLY OF EQUIPMENT

2.1 Supply Obligation. Subject to the terms of this Agreement, Supplier shall manufacture, procure and deliver the Equipment described in the Equipment Details field below in the quantities and to the delivery schedule set forth in Purchase Orders issued by Buyer and accepted by Supplier.

3. PURCHASE ORDERS

3.1 Purchase Orders. Buyer shall issue written purchase orders specifying item description, model, quantity, requested delivery date and shipping instructions. Supplier's written acceptance, or Supplier's commencement of performance, shall constitute acceptance of the Purchase Order.

4. DELIVERY; ACCEPTANCE; TITLE AND RISK OF LOSS

4.1 Delivery Terms. Unless otherwise agreed in writing, delivery shall be and the estimated delivery date for each Purchase Order shall be as set forth therein.

4.2 Acceptance. Buyer shall inspect the Equipment within of delivery. Failure to notify Supplier of non-conformity within the acceptance period shall constitute acceptance, provided that latent defects discovered thereafter shall be subject to the warranty provisions of this Agreement.

4.3 Title and Risk of Loss. Title to the Equipment shall pass to Buyer upon as specified in the applicable Purchase Order. Risk of loss shall pass as set forth by the agreed delivery terms.

5. PRICE, INVOICING AND PAYMENT

5.1 Price. The price for each item of Equipment shall be the price set forth in the accepted Purchase Order. Prices exclude taxes unless otherwise stated.

5.2 Invoicing. Supplier shall submit invoices to Buyer in accordance with the Purchase Order. Invoices shall include adequate detail to allow Buyer to verify charges.

5.3 Payment Terms. Buyer shall pay undisputed amounts within days from receipt of a proper invoice. Overdue amounts shall bear interest at or the maximum rate permitted by law, whichever is less.

6. TAXES AND DUTIES

Each party shall be responsible for its own taxes arising from the transactions hereunder. Buyer shall be responsible for sales, use, import and customs duties applicable to the Equipment unless Supplier is required by law to collect such taxes, in which case Buyer shall reimburse Supplier upon presentation of supporting documentation.

7. WARRANTY

7.1 Supplier warrants that, for a period of from the date of acceptance, the Equipment will conform to applicable specifications and be free from material defects in workmanship and materials under normal use.

7.2 Remedy. Supplier's sole obligation under this warranty shall be, at Supplier's option, to repair or replace defective Equipment or to credit Buyer for the purchase price. Repaired or replaced Equipment shall be warranted for the remainder of the original warranty period.

8. INSPECTION, TESTING AND ACCEPTANCE

Supplier shall perform factory acceptance tests where applicable and provide Buyer with test reports. Buyer or Buyer's representative may inspect or test Equipment at Supplier's facility upon reasonable prior notice and during normal business hours. Any such inspection shall not relieve Supplier of its obligations.

9. INSURANCE

Supplier shall maintain insurance customary for the industry, including commercial general liability and, where applicable, product liability insurance in amounts sufficient to cover Supplier's liabilities under this Agreement.

10. INDEMNIFICATION

10.1 Supplier Indemnity. Supplier shall indemnify, defend and hold Buyer harmless from and against any third-party claims, damages, losses and expenses arising from (a) Supplier's breach of its representations or warranties, or (b) Supplier's negligence or willful misconduct in the manufacture or supply of the Equipment.

10.2 Buyer Indemnity. Buyer shall indemnify, defend and hold Supplier harmless from and against any third-party claims, damages, losses and expenses arising from Buyer's misuse, alteration or improper installation of the Equipment.

11. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, death or personal injury, or Supplier's breach of its fundamental obligations, neither party shall be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profit, loss of production or business interruption. The aggregate liability of each party for any claim arising under this Agreement shall not exceed the total amount paid by Buyer to Supplier under the relevant Purchase Order.

12. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party.

13. TERM AND TERMINATION

13.1 Term. This Agreement commences on the Effective Date and shall continue until all Purchase Orders have been fulfilled unless earlier terminated in accordance with this Section.

13.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach.

14. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, embargoes, strikes, governmental action, shortages of materials or utilities, or pandemics. A party affected by a force majeure event shall promptly notify the other party and use commercially reasonable efforts to mitigate the effect of such event.

15. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by registered mail, nationally recognized courier, or by email with confirmation of receipt.

16. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or a change of control provided the assignee assumes the assigning party's obligations hereunder.

17. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law rules. Governing Law (State/Country):

Any dispute arising out of or relating to this Agreement shall be resolved by arbitration or litigation as elected by the non-breaching party, provided that the parties shall first attempt in good faith to resolve the dispute through negotiation.

18. MISCELLANEOUS

18.1 Entire Agreement. This Agreement, together with any accepted Purchase Orders and attachments, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals and agreements concerning the subject matter hereof.

18.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain effective and enforceable to the fullest extent permitted by law.

18.3 Amendment; Waiver. No amendment or waiver of any provision hereof shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not be construed as a waiver of such right.

18.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

SIGNATURES

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