Glass Panel ATC Template

GLASS PANEL ATC AGREEMENT

This Glass Panel Acceptance and Transfer Certificate Agreement (the Agreement) is entered into as of between Client Name: having an address at and Supplier Name: having an address at .

WHEREAS

WHEREAS, Supplier manufactures, supplies and installs architectural glass panels described herein and Client desires to procure such panels and accept completed panels following inspection and testing; and

WHEREAS, the parties intend that transfer of title and final payment shall be conditioned upon satisfactory completion of acceptance testing and issuance of the Acceptance Test Certificate (ATC) in accordance with the acceptance criteria set forth in this Agreement;

WHEREAS, the parties agree to record the terms of manufacture, delivery, inspection, and transfer of ownership and related warranties and obligations in this Agreement.

PROJECT & PANEL DETAILS

SCOPE OF WORK

ACCEPTANCE TESTING & ATC PROCEDURE

Supplier shall perform factory and/or site acceptance tests in accordance with agreed specifications. Inspection date: . Tests shall include structural inspection, edgework, laminate integrity, and visual quality assessment. Acceptance criteria shall include absence of structural defects, conformance to specified tolerances, and visual acceptability as set forth in the Scope of Work.

If panels pass inspection, Supplier will issue an Acceptance Test Certificate (ATC) stating the inspected panels, serial or marking identifiers, and the date of acceptance. Title to accepted panels and risk of loss shall transfer to Client upon issuance of the ATC and receipt of any final payment required by the Payment Terms below.

If panels fail to meet acceptance criteria, Supplier shall, at its expense, repair or replace nonconforming panels within the timeframe set forth in the Scope of Work. Re-inspection shall be performed following remedial work.

PAYMENT TERMS

Unless otherwise agreed in writing, amounts not paid when due accrue interest at the rate set forth above and Client shall be responsible for all collection costs, including reasonable attorneys' fees, incurred by Supplier in enforcing payment.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period set forth above after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to the effective date of termination, nor relieve Supplier of obligations to correct defects covered by warranty.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public technical, commercial, or financial information of the other party disclosed in connection with this Agreement. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement or that is lawfully obtained from a third party without restriction.

WARRANTY & REMEDIES

Supplier warrants that accepted panels shall be free from material defects in materials and workmanship for a period of from issuance of the ATC. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective panels. This warranty does not cover damage resulting from misuse, improper installation by others, vandalism, acts of God, or normal wear and tear.

CHANGE ORDERS

Any changes to the Scope of Work, quantities, materials, or schedule shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify adjustments to price, schedule, and any other impacted terms and shall form part of this Agreement when executed.

INDEMNITY & LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third party claims arising from its negligent acts or omissions in the performance of this Agreement. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential or punitive damages.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any executed change orders and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets.

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