Industrial Clamps Agreement

INDUSTRIAL CLAMPS AGREEMENT

This Industrial Clamps Agreement (the Agreement) is entered into as of by and between:

Supplier Name:

Buyer Name:

RECITALS

WHEREAS, Supplier is engaged in the manufacture and supply of industrial clamping products, components, and associated accessories and possesses the technical capability to deliver clamps that meet the specifications set forth in this Agreement;

WHEREAS, Buyer requires the purchase, delivery, and, where specified, installation or inspection of industrial clamps for use in Buyer’s operations and desires to procure such products from Supplier subject to the terms and conditions contained herein;

WHEREAS, the Parties desire to set forth the scope, pricing, delivery, confidentiality, and other commercial and legal terms governing their relationship with respect to the supply of industrial clamps.

SCOPE OF WORK

Supplier shall manufacture, supply, and deliver industrial clamps to Buyer in accordance with the specifications, sizes, materials, performance requirements, and quantities set forth below and in any purchase orders issued under this Agreement. Supplier shall perform the services and deliver the goods described in the Scope of Work.

PAYMENT TERMS

Buyer shall pay Supplier for the goods and services in accordance with the payment terms below. All amounts are in lawful currency of the United States unless otherwise stated. Payments shall be made in cleared funds to Supplier at the address or account specified on Supplier's invoice.

Supplier shall submit invoices in accordance with the Payment Schedule. Buyer shall pay undisputed invoices within days of receipt. Subject to resolution of any disputes, late payments shall accrue interest at the rate of per month or the maximum rate permitted by law, whichever is less.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery shall be FCA Supplier facility unless otherwise agreed. Risk of loss passes to Buyer upon delivery as specified in the purchase document. Buyer shall inspect goods within days of receipt and shall give Supplier written notice of any nonconformity or shortage. Failure to timely notify shall constitute acceptance.

TERM AND TERMINATION

This Agreement commences on the Effective Date 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 breaching Party fails to cure within thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

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, except to its affiliates, employees, contractors and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information shall not include information that is or becomes publicly available through no wrongful act of the receiving Party or is rightfully received from a third party without restriction.

WARRANTY AND LIMITATION OF LIABILITY

Supplier warrants that the goods supplied shall conform to the agreed specifications and shall be free from material defects in materials and workmanship for a period of months from delivery. Supplier's sole obligation under this warranty shall be, at Supplier’s option, repair or replacement of nonconforming goods or refund of the purchase price for such goods, provided Buyer gives prompt written notice. EXCEPT AS EXPRESSLY PROVIDED, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither Party shall be liable to the other for consequential, incidental, special, or punitive damages, except in cases of willful misconduct or gross negligence. Supplier’s aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amount paid by Buyer to Supplier under the specific purchase order giving rise to the claim.

INDEMNIFICATION

Each Party shall defend, indemnify and hold harmless the other Party from and against claims, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of third-party claims to the extent caused by the indemnifying Party’s negligence, willful misconduct, or breach of this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for all disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with all purchase orders and documents expressly incorporated herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a Party may designate by written notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Headings are for convenience only and do not affect interpretation.

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