Manufacturing Equipment Extruder Shaft Document

MANUFACTURING EQUIPMENT EXTRUDER SHAFT AGREEMENT

This Manufacturing Equipment Extruder Shaft Agreement (the Agreement) is entered into between Manufacturer: and Purchaser: .

WHEREAS

WHEREAS, Manufacturer is engaged in the fabrication and supply of precision extruder shafts and related components and possesses the facilities and expertise to produce shafts to custom specifications; and

WHEREAS, Purchaser requires manufacturing, finishing, testing and delivery of extruder shafts described herein for use in its production equipment, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, price, schedule, acceptance procedures, confidentiality obligations, and other commercial and legal terms applicable to the manufacture and delivery of the extruder shafts.

SCOPE OF WORK

Manufacturer shall manufacture, finish, test and deliver extruder shaft(s) according to the technical requirements, tolerances, materials and drawings specified by Purchaser and accepted by Manufacturer. The primary manufacturing obligations include precision turning, grinding, heat treatment (if specified), surface treatment, dynamic balancing and acceptance testing as defined below.

DELIVERY & ACCEPTANCE

Delivery Location:

Acceptance shall occur after Manufacturer completes factory inspection and Purchaser performs on-site or witness testing within the Acceptance Test Period. If Purchaser fails to provide written rejection within the Acceptance Test Period accompanied by documented nonconformance, the goods shall be deemed accepted.

PAYMENT TERMS

Total Contract Price:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Commencement Date:   Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Purchaser may terminate for convenience upon days' prior written notice subject to payment for work performed and reasonable termination costs.

WARRANTIES & DEFECTS

Manufacturer warrants that the extruder shafts will conform to the agreed specifications and will be free from defects in material and workmanship for a period of months from date of acceptance. Manufacturer's sole obligation under this warranty shall be, at Manufacturer's option, repair or replacement of nonconforming parts FOB Manufacturer's facility. This warranty does not cover damage resulting from misuse, improper installation, alteration, or normal wear.

LIMITATION OF LIABILITY: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY PURCHASER TO MANUFACTURER UNDER THIS AGREEMENT FOR THE SPECIFIC PARTIES' ORDER GIVING RISE TO THE CLAIM.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information disclosed by the other party in connection with this Agreement. "Confidential Information" includes technical specifications, drawings, pricing, manufacturing processes, and business terms. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's negligent acts or omissions or willful misconduct in connection with performance under this Agreement, subject to the limitations and exclusions set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes.

ENTIRE AGREEMENT

This Agreement, together with any referenced drawings, purchase orders accepted in writing by Manufacturer and change orders signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate in writing.

SIGNATURES

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties and bind such party to the terms and conditions set forth herein.

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