Miscellaneous Torque Wrench Template

Miscellaneous Torque Wrench Template

Parties

Recitals

WHEREAS, Provider is engaged in the business of supplying, calibrating, maintaining and certifying torque wrenches and related tools and possesses the necessary expertise, equipment and staff to provide such services; and

WHEREAS, Client desires to obtain from Provider the supply, inspection, calibration and, where applicable, short-term loan or rental of the torque wrench described below, subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows.

Equipment Description

Manufacturer:    Model:    Serial Number:

Torque Range: Calibration Date: Quantity:

Scope of Work

Provider shall perform the services described below with due care and in accordance with industry standards. Services may include supply, inspection, functional testing, calibration to stated standards, issuance of calibration certificate, repairs, and return shipping where applicable.

Payment Terms

Client shall pay Provider the fees for the services and any rental charges as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Interest shall accrue on any overdue amount at the rate of of the overdue balance per month, or the maximum lawful rate if lower.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days prior written notice. Provider may terminate immediately for cause if Client fails to pay undisputed amounts when due or otherwise materially breaches this Agreement and fails to cure within days after written notice.

Inspection, Acceptance & Calibration

Client shall inspect and test the torque wrench within days of receipt (or delivery for on-site services). Acceptance is deemed upon written confirmation or lapse of the inspection period. Provider will furnish a calibration certificate when calibration services are performed.

Calibration Certificate Required: (check if required)

Maintenance, Repairs & Return

Routine maintenance and repairs during any rental term are the responsibility of . Upon return, the torque wrench must be in substantially the same condition as delivered, reasonable wear and tear excepted. Client shall be liable for repair or replacement costs for damage beyond ordinary wear.

Confidentiality

Each party agrees to hold in confidence and not disclose to third parties any non-public technical, commercial or financial information received from the other party in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or that is independently developed or lawfully obtained from a third party. The obligations of confidentiality survive termination for a period of three (3) years.

Liability and Indemnity

Provider's liability for direct damages arising out of or relating to this Agreement shall be limited to the total fees paid by Client hereunder in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages. Client shall indemnify, defend and hold harmless Provider from claims, losses or expenses arising from Client's misuse of the torque wrench or failure to follow instructions and safety procedures.

Insurance & Risk of Loss

Risk of loss or damage to the torque wrench passes to Client upon delivery. Client shall maintain insurance covering loss or damage with limits sufficient to cover repair or replacement and shall provide evidence of insurance upon request.

Representations & Warranties

Provider represents that services will be performed in a professional manner consistent with prevailing industry practices. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements relating to the subject matter. Any amendment must be in writing and signed by both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the contact addresses set forth above or to such other address as a party designates by written notice. Delivery by email is effective upon receipt if delivery can be confirmed.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

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