Legal Installation Act

LEGAL INSTALLATION ACT

This Legal Installation Act is entered into on this day of , by and between Installer Name: whose principal place of business is (hereinafter "Installer"), and Client Name: located at (hereinafter "Client").

RECITALS

WHEREAS, Client requires the supply, delivery, installation, testing and commissioning of the equipment and appurtenances described as (the "Equipment") at the installation site located at ; and

WHEREAS, Installer represents that it is duly qualified, possesses the necessary skill, licenses and experience to perform the installation, and will perform such work in accordance with industry standards, applicable laws and the specifications set forth in this Act; and

WHEREAS, the parties desire to set forth the terms, conditions and procedures for installation, acceptance, transfer of title and post-installation obligations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance" means the formal written acknowledgment by Client, following completion of commissioning and performance of Acceptance Tests described in Section 4, that the Equipment and installation conform to the requirements of this Act.

1.2 "Completion Date" means the date on which Acceptance is achieved pursuant to Section 4. Parties may record the anticipated completion period as from mobilization.

2. SCOPE OF WORK

2.1 Installer shall supply, deliver, install, wire and commission the Equipment in accordance with the technical specifications attached hereto and incorporated by reference as Exhibit A and the scope described below. Installer shall perform the work in a good and workmanlike manner and in conformity with applicable codes and permits.

3. SCHEDULE AND COMPLETION

3.1 Installer shall commence work within calendar days following receipt of a written notice to proceed and shall achieve Substantial Completion by .

3.2 Time is of the essence. Delays caused by Installer beyond agreed milestones shall entitle Client to liquidated damages in the amount of per day, unless excused under Section 11 (Force Majeure).

4. ACCEPTANCE AND COMMISSIONING

4.1 Upon completion of installation, Installer shall perform factory and site acceptance tests in the presence of Client's representative. Acceptance Tests shall include the functional tests, load tests, and performance tests described in the acceptance criteria below.

4.2 If deficiencies are noted, Installer shall promptly remedy such deficiencies at Installer's cost and retest. Final Acceptance shall be evidenced by Client's signed Acceptance Certificate.

5. PRICE AND PAYMENT

5.1 The total contract price for supply and installation is payable as follows: advance payment upon order; progress payments tied to milestones; and final payment due within days after Acceptance.

5.2 All payments are subject to the Client's right to withhold sums for defective work or unresolved claims and to set-off any amounts payable to Installer against amounts due to Client.

6. CHANGE ORDERS

6.1 Any change to the Scope of Work shall be made only by a written Change Order signed by authorized representatives of both parties specifying the change, price adjustment and any extension or reduction of the schedule.

7. PERMITS, COMPLIANCE AND SITE CONDITIONS

7.1 Installer shall obtain and maintain all licenses, permits and approvals required for the performance of the Work unless otherwise expressly allocated to Client in writing. Installer shall comply with all applicable laws, regulations and codes.

8. RISK OF LOSS AND TITLE

8.1 Title to Equipment shall pass to Client upon final Acceptance and receipt of full payment. Risk of loss for Equipment in transit shall remain with Installer until delivery to the installation site unless otherwise agreed in writing.

9. INSURANCE

9.1 Installer shall maintain at its own expense commercial general liability insurance, workers' compensation and employer's liability insurance, and automobile liability insurance with limits adequate for the Work. Certificates evidencing such insurance shall be delivered to Client prior to commencement.

10. INDEMNIFICATION

10.1 Installer shall indemnify, defend and hold harmless Client, its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Installer's performance of the Work, except to the extent caused by Client's negligence or willful misconduct.

11. FORCE MAJEURE

11.1 Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, strikes, governmental actions, civil unrest, or severe weather. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate the delay.

12. TERMINATION

12.1 Client may terminate this Act for convenience upon written notice to Installer, in which event Installer shall be entitled to payment for work performed, materials properly procured and reasonable demobilization costs. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice.

13. CONFIDENTIALITY

13.1 Each party shall maintain in confidence and not disclose to third parties any proprietary information received from the other party in connection with this Act, except as required by law or to perform obligations under this Act. Confidential materials shall be returned or destroyed upon request.

14. NOTICES

14.1 All notices, demands or communications required or permitted under this Act shall be in writing and delivered to the addresses set forth below or to such other address as either party shall designate by notice in accordance with this Section.

15. AMENDMENTS AND WAIVER

15.1 No amendment, modification or waiver of any provision of this Act shall be effective unless in writing and executed by authorized representatives of both parties. Failure by either party to enforce any provision shall not constitute a waiver of future enforcement.

16. COUNTERPARTS

16.1 This Act may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

17.1 Governing Law: This Act shall be governed by and construed in accordance with the laws of the state or jurisdiction of , without regard to its conflicts of law principles.

17.2 Entire Agreement: This Act, together with any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

17.3 Severability: If any provision of this Act is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

18.1 Assignment: Neither party may assign its rights or delegate its obligations under this Act without the prior written consent of the other, except that Client may assign to an affiliate or purchaser of substantially all of Client's assets without Installer's consent.

18.2 Remedies: The remedies provided in this Act are cumulative and in addition to any other remedies available at law or in equity. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

Sign Now