Marine Equipment Mooring Thimbles Template

MARINE EQUIPMENT MOORING THIMBLES TEMPLATE

This Marine Equipment Mooring Thimbles Agreement (the Agreement) is entered into as of by and between Client Name: and Supplier Name: .

WHEREAS

WHEREAS, Client requires the supply, fabrication and/or installation of mooring thimbles for marine mooring assemblies at the Project Location: ; and

WHEREAS, Supplier is engaged in the business of manufacturing, supplying and, where applicable, installing marine-grade mooring thimbles and related hardware in accordance with industry standards and the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions, specifications, delivery, acceptance, payment and warranty obligations for the supply and, if applicable, installation of the mooring thimbles.

SCOPE OF WORK

Supplier shall supply and, where indicated, install mooring thimbles consistent with the specifications below and the detailed duties described in the Scope of Work. Supplier shall furnish labor, materials, equipment, certificates of material origin and testing, and supervision necessary to complete the work in a professional and workmanlike manner.

PRODUCT SPECIFICATIONS

The parties agree that the following minimum specifications shall apply to all mooring thimbles supplied under this Agreement. Deviations require prior written approval by Client.

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery Location: .

Expected Delivery Date: . Title and risk of loss shall pass to Client upon Supplier delivery and Client's receipt unless otherwise agreed in writing.

Inspection: Client shall have a reasonable period of days following delivery to inspect and either accept or reject nonconforming items. Rejected items shall be repaired or replaced by Supplier at Supplier's expense within days.

PAYMENT TERMS

Total Contract Price (excluding applicable taxes and freight): $ .

Late Payment: Amounts not received by Supplier within days after invoice due date will incur a late fee of and Supplier may suspend deliveries until payment is made.

WARRANTY

Supplier warrants that supplied thimbles shall be free from defects in materials and workmanship for a period of from date of acceptance. Remedy shall be limited to repair or replacement, at Supplier's option, of defective items at Supplier's expense. This warranty is void where damage results from misuse, alteration, accident, corrosion due to improper materials, or improper installation by others.

TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice of breach.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any technical, commercial or financial information disclosed by the other party and marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's confidential information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt written notice of such requirement and the disclosure is limited to the extent required.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Supplier shall indemnify, defend and hold Client harmless from and against claims, liabilities, damages and costs arising out of Supplier's negligent acts or omissions in supplying or installing the thimbles. Except for liability arising from Supplier's gross negligence or willful misconduct, Supplier's total liability arising under or in connection with this Agreement shall not exceed the total Contract Price paid by Client under this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets.

Force Majeure: Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, war, strikes, labor disputes, shortages, governmental action, or severe weather, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the effect.

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