Miscellaneous Freezer Jacket

MISCELLANEOUS FREEZER JACKET AGREEMENT

This Miscellaneous Freezer Jacket Agreement ("Agreement") is made effective as of by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Client requires a removable insulated freezer jacket designed to fit specified refrigeration equipment and to maintain specified thermal performance during storage and transport; and

WHEREAS, Supplier has represented that it has the expertise, materials, and manufacturing capability to design, produce, and deliver freezer jackets in accordance with the specifications agreed by the parties; and

WHEREAS, the parties desire to set forth the terms under which Supplier will supply the freezer jacket(s) and Client will compensate Supplier.

SCOPE OF WORK

Supplier shall design, fabricate, inspect and deliver freezer jacket(s) in accordance with the specifications, drawings and performance criteria set forth below. Supplier shall provide labor, materials, testing, and packaging necessary to deliver the finished goods ready for installation.

DELIVERY, INSPECTION, AND ACCEPTANCE

Delivery shall be FOB Client delivery address unless otherwise agreed. Supplier shall provide advance notice of shipment and applicable packing lists. Client shall inspect delivered freezer jacket(s) within calendar days of receipt for conformity to the Scope of Work. Nonconforming items shall be rejected in writing and Supplier shall, at Supplier's expense, repair or replace nonconforming items within a commercially reasonable period.

PAYMENT TERMS

Client agrees to pay Supplier the Total Contract Price as set forth below. Invoices shall reference the Agreement and supporting delivery/acceptance documentation.

Unless otherwise stated, all invoices are due net days from invoice date. Late payments shall accrue interest at the lesser of percent per month (18% per annum) or the maximum lawful rate.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the obligations described in the Scope of Work, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon providing days' prior written notice. Upon termination, Client shall pay Supplier for work performed and materials procured to the date of termination in accordance with agreed rates and invoices.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, and financial information disclosed by one party to the other, including but not limited to drawings, specifications, product designs, pricing, and customer lists. Recipient shall hold Confidential Information in strict confidence, restrict access to those with a need to know, and shall not disclose it to third parties without prior written consent of the disclosing party. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no breach by Recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the Confidential Information. These obligations shall survive termination or expiration of this Agreement for a period of years.

LIMITED WARRANTY; LIMITATION OF LIABILITY

Supplier warrants that the freezer jacket(s) will conform to the agreed specifications and be free from material defects in workmanship and materials for a period of months from the date of acceptance. Supplier's sole obligation under this warranty is, at Supplier's option, repair or replacement of nonconforming goods or refund of the purchase price. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

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 will attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior representatives. If unresolved within sixty (60) days, disputes shall be submitted to binding arbitration in accordance with mutually agreed procedures.

ENTIRE AGREEMENT

This Agreement, together with any attachments, specifications, and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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 in connection with a merger or sale of substantially all assets. Each party shall comply with applicable laws and regulations in performing its obligations. Force majeure events beyond a party's reasonable control shall excuse performance for the duration of such event.

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