Miscellaneous Test Tank Fasteners

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS TEST TANK FASTENERS

Parties and Contract Date

Agreement Date:

Recitals

WHEREAS, Client requires specific fasteners and related services for testing equipment and temporary test tank assemblies (the "Test Tank Fasteners"); and

WHEREAS, Supplier is engaged in the manufacture, supply and testing of industrial fasteners and represents that it has the skill, experience and resources necessary to furnish the Test Tank Fasteners in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the supply, inspection, delivery, and payment for the Test Tank Fasteners on the terms and conditions set forth herein.

Scope of Work

Supplier shall furnish and deliver the Test Tank Fasteners and perform related services as described below. Supplier shall provide materials, labor, packaging, and documentation necessary for Client's acceptance testing and temporary installation. Details of the scope are specified by the parties as follows:

Itemized Fasteners (Example Line Items)

Item 1 Description:

Quantity:    Unit Price: $    Total: $

Item 2 Description:

Quantity:    Unit Price: $    Total: $

Additional line items may be attached as exhibits and shall be incorporated into this Agreement by mutual written reference.

Payment Terms

Contract Total Amount: $

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Late payments will incur a late fee of % per month (or the maximum permitted by law), calculated monthly on the unpaid balance.

All prices exclude applicable taxes unless otherwise stated. Supplier shall provide reasonable documentation supporting billed amounts upon Client's request.

Term and Termination

Term Commencement Date:    Term Expiration Date:

This Agreement may be terminated by either party for any reason upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 15 days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services and goods delivered and accepted prior to the effective date of termination.

Confidentiality

For the purpose of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Each party shall (i) hold Confidential Information in strict confidence, (ii) use such Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, contractors or consultants who have a need to know and who are bound to maintain confidentiality at least as protective as this Agreement. The foregoing obligations shall not apply to information that is or becomes publicly known through no breach of this Agreement, is already lawfully in the receiving party's possession, or is rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, each party shall return or destroy the Confidential Information of the other party and certify such return or destruction in writing upon request.

Warranties and Inspection

Supplier warrants that the fasteners supplied shall conform to the specifications set forth in the Scope of Work, shall be free from defects in materials and workmanship for a period of 12 months from delivery, and shall be fit for the ordinary purpose for which such fasteners are used. Client shall inspect delivered goods within a commercially reasonable time and shall notify Supplier in writing of any nonconformity. Supplier shall, at its option, repair, replace or credit nonconforming goods at Supplier’s expense.

Limitation of Liability

Except for willful misconduct or breaches of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages arising out of or relating to this Agreement. The aggregate liability of Supplier for any claim arising out of this Agreement shall not exceed the total amounts actually paid by Client to Supplier under this Agreement during the 12-month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, in accordance with the arbitration rules agreed by the parties.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between Client and Supplier with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given when delivered personally, when sent by confirmed overnight courier, or three days after deposit in the United States mail, postage prepaid.

Sign Now