Fabrication Agreement

FABRICATION AGREEMENT

This Fabrication Agreement ("Agreement") is entered into as of by and between Client Name: and Fabricator Name: .

WHEREAS

WHEREAS, Client requires the fabrication of certain parts, assemblies, or structures described herein and requires a qualified fabricator to perform such work under the terms set forth in this Agreement; and

WHEREAS, Fabricator represents that it has the skill, personnel, facilities, and experience to furnish labor, materials and services necessary to fabricate, assemble, test, and deliver the finished goods in accordance with the specifications agreed by the parties; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, delivery, acceptance criteria, and the allocation of risk associated with the fabrication work.

1. SCOPE OF WORK

2. MATERIALS AND SUPPLY

Unless otherwise agreed in writing, Fabricator shall procure all materials required for performance of the Scope of Work. Client shall indicate below if Client will supply any materials:

Client will supply materials: Yes

3. PAYMENT TERMS

Unpaid amounts shall bear interest at on the outstanding balance, compounded monthly, from the date due until paid. Fabricator may suspend performance if Client fails to cure payment default within days after written notice.

4. DELIVERY, ACCEPTANCE AND INSPECTION

Fabricator shall deliver finished goods to the delivery location specified by Client in writing. Delivery terms and responsibility of risk of loss:

Client shall have days from delivery to inspect and notify Fabricator of non-conforming goods. Absent timely notice, goods shall be deemed accepted.

5. WARRANTIES

Fabricator warrants that fabricated goods will materially conform to the agreed specifications and be free from defects in workmanship for a period of months from the date of acceptance. Fabricator's sole obligation under this warranty shall be, at Fabricator's option, repair or replacement of defective goods or refund of the portion of the purchase price attributable to such goods. This warranty does not apply to damage resulting from misuse, modification, improper installation, normal wear, or Client-supplied materials.

6. CHANGE ORDERS

Any change in scope, specifications, quantities, or schedule shall be documented by a written change order signed by both parties. Change orders shall set forth adjustments to price and schedule. No work outside the Scope of Work shall be chargeable to Client without an executed change order.

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date specified above and shall continue until completion of the Scope of Work, unless earlier terminated in accordance with this Section. Expected completion date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. In addition, Client may terminate for convenience upon days' prior written notice to Fabricator, in which event Client shall pay Fabricator for work performed, materials ordered, and reasonable demobilization costs as of the effective date of termination.

8. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any proprietary or confidential information disclosed by the other party in connection with this Agreement, including but not limited to drawings, specifications, pricing, and trade secrets, except to the extent necessary for performance, as required by law, or after such information becomes publicly available through no fault of the receiving party. Confidential information shall be used only for performance under this Agreement.

9. INTELLECTUAL PROPERTY

All intellectual property rights in Client-furnished designs, drawings, and specifications remain with Client. Fabricator shall not use such materials for any purpose other than performance of this Agreement. Unless otherwise agreed in writing, intellectual property developed solely by Fabricator in the course of fabrication shall be the property of Fabricator, subject to a non-exclusive license to Client to use such intellectual property in connection with the delivered goods.

10. INSURANCE AND INDEMNIFICATION

Fabricator shall maintain commercial general liability insurance, workers' compensation, and such other coverages as are customary for the industry. To the fullest extent permitted by law, Fabricator shall indemnify and hold harmless Client from and against claims, losses, liabilities, and expenses arising out of Fabricator's negligence or willful misconduct in connection with performance of the Scope of Work; Client shall indemnify Fabricator for claims arising from Client-supplied materials or Client's negligence.

11. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim relating to this Agreement shall not exceed the total amount paid by Client to Fabricator under this Agreement for the specific goods at issue.

12. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, fires, floods, strikes, pandemics, governmental actions, or supplier failures if such causes materially impair performance. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, including any attachments, specifications, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

15. NOTICES

Notices required or permitted by this Agreement shall be given in writing and delivered to the addresses above by hand, regular mail, or certified mail, return receipt requested, and shall be deemed given upon receipt.

16. 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 to replace any invalid or unenforceable provision with a valid provision that most closely approximates the parties' intent.

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