Manufacturing Extruder Template

Manufacturing Extruder Template

Parties

Agreement Date:

Manufacturer Name:   Entity Type: Corporation LLC Partnership Individual

Client Name:   Entity Type: Corporation LLC Partnership Individual

Recitals

WHEREAS, Manufacturer designs, manufactures and services industrial extrusion equipment and related systems and possesses the expertise to supply, install and commission an extruder meeting the specifications set forth herein; and

WHEREAS, Client desires to procure from Manufacturer and Manufacturer desires to supply to Client a manufacturing extruder and related services described in this Agreement under the terms and conditions set forth below.

WHEREAS, the parties intend this Agreement to set forth the full obligations, payment terms, and acceptance procedures governing manufacture, delivery, installation and warranty of the extruder.

Scope of Work

Equipment Model:   Nominal Capacity:

Material Types:

Production Tolerance: ±   Color/Dimension Tolerance:

Installation Services Included: Yes No   If included, expected installation duration:

Payment Terms

Deposit Amount (upon order):   Final Payment Due:

Late Payment Fee:   Past-Due Interest Cap:

Term and Termination

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. For convenience, either party may terminate with days prior written notice.

Confidentiality

Each party shall maintain in confidence all technical and business information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is publicly known through no breach, already rightfully known by the recipient, independently developed, or required to be disclosed by law.

Confidentiality Term (years):   Obligations: Recipient shall use Confidential Information solely to perform obligations under this Agreement and shall restrict access to employees and contractors on a need-to-know basis who are bound by similar confidentiality obligations.

Acceptance, Inspection & Warranty

Inspection Period: days after delivery to conduct acceptance tests in accordance with the Acceptance Criteria below.

Manufacturer warrants that the extruder will be free from defects in material and workmanship for months from Acceptance. Remedies for warranty claims shall be limited to repair or replacement at Manufacturer's option, except where prohibited by law.

Change Orders

Client may request changes to the Scope of Work by submitting a written change order describing the requested modification. Manufacturer shall provide a written proposal stating any change in price, schedule or technical impact. No change order will be effective until executed in writing by authorized representatives of both parties.

Liability, Indemnity & Insurance

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or infringement of third-party intellectual property, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party shall not exceed the Contract Price paid under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Venue for any dispute shall be the federal or state courts located in the foregoing jurisdiction.

Entire Agreement

This Agreement, including all schedules and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

Notices: All notices must be in writing and delivered to the addresses provided above by hand, certified mail, or recognized overnight courier, and will be effective upon receipt.

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