Laboratory Fume Hoods

Laboratory Fume Hoods Purchase, Installation and Maintenance Agreement

This Agreement is entered into as of , (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Client operates laboratory facilities that require laboratory fume hoods and related equipment to control airborne hazards and to meet applicable safety standards; and

WHEREAS, Contractor is in the business of supplying, installing, testing, certifying, and maintaining laboratory fume hoods and employs qualified technicians and engineering personnel to perform such services; and

WHEREAS, Client desires to procure from Contractor, and Contractor desires to supply and install, the laboratory fume hoods and to provide related maintenance and training under the terms set forth herein.

Scope of Work

Contractor shall supply, deliver, install, commission, and, where specified, maintain the laboratory fume hoods described in this Agreement. Specific services to be provided include, at a minimum, the items checked below and the detailed description in the Work Description field.

Supply new laboratory fume hoods

Install and anchor fume hoods to specified utility and structural connections

Commission, performance test, and balance airflow (include ASHRAE/industry standard if required)

Provide operator and safety training for laboratory personnel

Payment Terms

Total Contract Price: $

Payment Schedule:

Late Payment: Any undisputed amount not received by Contractor within days of its invoice due date shall accrue interest at the lesser of per month or the maximum lawful rate. Client is responsible for reasonable collection costs for delinquent amounts.

Delivery, Acceptance and Testing

Delivery shall be FOB Client site unless otherwise agreed in writing. Contractor shall perform acceptance testing of installed fume hoods, including face velocity, sash operation, and alarm functionality, against the acceptance criteria set forth in the Scope of Work. Client shall have business days after completion of testing to provide written notice of any non-conformance. Absent timely written notice, the installation shall be deemed accepted.

Term and Termination

Term: 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, provided the breaching party fails to cure within days after written notice. Client may terminate for convenience upon days' prior written notice, subject to payment of work performed and reasonable demobilization costs.

Confidentiality

Each party shall treat as confidential and shall not disclose to third parties Confidential Information received from the other party except to its employees, agents, subcontractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information which is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. Upon termination or request, recipient shall return or destroy Confidential Information, and certify such destruction if requested in writing.

Warranties; Compliance

Contractor warrants that supplied fume hoods will be free from defects in material and workmanship for a period of from the date of acceptance and that installation will conform to standards applicable at the time of installation. Contractor warrants compliance with applicable building codes, safety standards and environmental regulations. EXCEPT AS EXPRESSLY PROVIDED, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Insurance and Indemnity

Contractor shall maintain insurance customary for its industry, including commercial general liability and workers' compensation. Each party shall indemnify and hold harmless the other from liabilities arising out of its negligence or willful misconduct in performing under this Agreement, subject to applicable limitations under law.

Governing Law

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

Entire Agreement

This Agreement, including any attachments and accepted Purchase Orders that expressly incorporate these terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to any other address as a party may designate in writing. Notices shall be deemed given when delivered personally, transmitted by confirmed electronic transmission, or three (3) days after deposit in the United States mail, postage prepaid.

Remedies and Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's liability under this Agreement shall be limited to direct damages not to exceed the total Contract Price paid by Client to Contractor. Neither party shall be liable for consequential, incidental, special, punitive, or exemplary damages.

Miscellaneous

Subcontracting: Contractor may subcontract portions of the work provided Contractor remains responsible for performance. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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