Industrial Equipment Degreasing Machine Template

Industrial Equipment Degreasing Machine Agreement

This Industrial Equipment Degreasing Machine Agreement (the Agreement) is made as of by and between:

Supplier Name: Supplier Address:

Purchaser Name: Purchaser Address:

RECITALS

WHEREAS, Supplier is engaged in the design, manufacture and delivery of industrial degreasing equipment and ancillary services; and

WHEREAS, Purchaser desires to purchase from Supplier, and Supplier agrees to supply, an industrial degreasing machine and related services on the terms and conditions set forth herein; and

WHEREAS, the parties intend this Agreement to define the scope of supply, performance standards, payment obligations, warranties, and the allocation of risk between the parties.

1. SCOPE OF WORK

Supplier shall deliver, install, commission and, if selected, provide training and initial maintenance for the degreasing machine described below. Supplier's obligations shall include delivery to Purchaser's Site, installation, factory acceptance test and on-site performance test as set forth in this Section.

2. DELIVERY, INSTALLATION AND ACCEPTANCE

Delivery Terms: Supplier shall deliver the Equipment to Purchaser's Site at Purchaser Address indicated above. Risk of loss passes to Purchaser upon delivery to the Site, subject to Supplier's obligations for installation and testing.

Installation and Commissioning: Supplier shall perform installation and commissioning in accordance with industry standards. Purchaser shall provide reasonable access, utilities and site preparation. Final acceptance shall occur upon successful completion of on-site performance tests demonstrating operation to agreed performance criteria (Acceptance Test).

3. PAYMENT TERMS

Purchase Price and Payment Schedule: Purchaser shall pay Supplier the total purchase price and charges as set forth below in cleared funds in accordance with the schedule below.

All amounts are exclusive of applicable taxes, duties and customs charges, which shall be payable by Purchaser when due. Failure to make any payment when due shall entitle Supplier to suspend performance and to recover interest and collection costs in accordance with applicable law.

4. WARRANTY; MAINTENANCE

Supplier warrants that the Equipment will be free from defects in materials and workmanship for the Warranty Period measured from the date of Acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective parts, provided Purchaser gives prompt written notice and returns suspected defective parts in accordance with Supplier instructions.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of Supplier's obligations under Section 1 and full payment by Purchaser, unless earlier terminated as provided below.

Either party may terminate for material breach not cured within the Notice Period after written notice specifying the breach. Termination shall be without prejudice to accrued rights and remedies.

6. CONFIDENTIALITY

Each party shall treat as confidential all technical, commercial and business information of the other party disclosed in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes public through no fault of the receiving party, or is independently developed without use of the disclosing party's Confidential Information. The receiving party shall not disclose Confidential Information except to employees, contractors or professional advisors on a need-to-know basis and who are bound by confidentiality obligations no less protective than those in this Agreement.

7. LIMITATION OF LIABILITY; INDEMNITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, punitive or consequential damages, including loss of profits. Supplier's aggregate liability for claims arising out of or in connection with this Agreement shall in no event exceed the amounts paid by Purchaser to Supplier under this Agreement for the specific Equipment giving rise to the claim. Purchaser shall indemnify and hold Supplier harmless from claims arising from Purchaser's misuse, modification, or failure to maintain the Equipment as instructed.

8. INSURANCE

Each party shall maintain at its own expense insurance customary for its business operations sufficient to cover its obligations under this Agreement, including commercial general liability and, where applicable, property insurance.

9. NOTICES

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation and, if unresolved within thirty (30) days, by mediation before pursuing any litigation.

11. ENTIRE AGREEMENT

This Agreement, including any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and representations. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS PROVISIONS

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets.

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