Miscellaneous Bump Plate

MISCELLANEOUS BUMP PLATE AGREEMENT

This Agreement is entered into by and between Supplier Name: and Client Name: (collectively, the Parties).

RECITALS

WHEREAS, Supplier is engaged in the fabrication, supply and, if requested, installation of industrial bump plates and related mounting hardware; and

WHEREAS, Client desires to purchase and receive delivery and optional installation of a bump plate described herein for use at Client premises located at: ; and

WHEREAS, the Parties intend to set forth their mutual rights, obligations, payment terms, and other provisions in this Agreement.

SCOPE OF WORK

Supplier shall furnish the bump plate(s), accessories and perform work as described in this Scope of Work. Supplier's obligations include fabrication to the agreed specification, delivery to the delivery address, and optional on-site installation if elected by Client and set forth below. Minor deviations required for manufacturability are permitted provided they do not materially reduce the functional intent of the bump plate.

SPECIFICATIONS

Quantity:    Material:    Dimensions:

Finish:    Mounting Hardware Included:

ACCEPTANCE AND WARRANTY

Upon delivery and, if applicable, completion of installation, Client shall inspect the bump plate and either accept or reject the deliverables within days. Acceptance shall occur automatically if Client does not provide written rejection citing specific nonconformities within that inspection period. Supplier warrants that materials and workmanship shall be free from defects for a period of months from the date of acceptance. Warranty remedies are limited to repair or replacement at Supplier's election, except where applicable law provides otherwise.

PAYMENT TERMS

Total Contract Price: $.

Payment Schedule: Client shall pay a deposit of $ upon execution of this Agreement. The balance of $ is due upon acceptance or within days of invoice, whichever occurs first.

Late Payment: Overdue amounts shall bear interest at , compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including collection agency fees and attorney fees, incurred by Supplier to collect overdue amounts.

TERM AND TERMINATION

Term 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 specifying the breach. For convenience, Client may terminate prior to fabrication with written notice to Supplier; Client shall be responsible for all costs reasonably incurred by Supplier through the date of termination, including any non-cancellable commitments and reasonable mark-up for partially completed work.

CONFIDENTIALITY

Each Party shall keep confidential and not disclose to any third party any non-public technical, business, or financial information disclosed by the other Party in connection with this Agreement ("Confidential Information"), except (a) to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, (b) as required by law or court order (provided the disclosing Party gives prompt notice to the other Party where permitted), or (c) information that is publicly available through no fault of the receiving Party. Confidentiality obligations shall continue for a period of years after termination, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold the other harmless from third-party claims arising out of the indemnifying Party's negligent acts, willful misconduct or material breach of this Agreement, subject to the indemnified Party's compliance with reasonable notice and cooperation requirements. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT.

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in such state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, specifications, purchase orders and change orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate in writing.

SIGNATURES

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