Miscellaneous Waterfall Pump Template

MISCELLANEOUS WATERFALL PUMP AGREEMENT

This Miscellaneous Waterfall Pump Agreement ("Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client wishes to procure and have installed a waterfall pump system for the property located at (the "Project");

WHEREAS, Contractor represents that Contractor is experienced and qualified to supply, install, test and commission waterfall pumps and related components in accordance with industry standards and applicable codes; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the work and Client will pay for the services described below.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, supervision and testing necessary to supply, install and commission the waterfall pump system described in this Agreement. Work will include procurement of pump equipment, piping, electrical connections, mounting, start-up and operational testing, and training of Client personnel as required.

PAYMENT TERMS

The total contract price for the Scope of Work shall be (the "Contract Price"), payable as set forth below. All amounts are in U.S. dollars unless otherwise agreed in writing.

Final payment of the remaining balance shall be due upon completion of the Scope of Work and successful operational testing and acceptance by Client, defined as satisfactory operation for a continuous period of days.

All payments shall be made to Contractor at the address provided by Contractor and shall be due within days of invoice unless otherwise specified. Client may not withhold payment for minor defects if Contractor promptly commences correction.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches its obligations and fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party, in which event Client shall pay Contractor for work performed and materials committed through the effective date of termination.

CONFIDENTIALITY

Each party agrees to hold in confidence Confidential Information disclosed by the other party and to use such information only to perform its obligations under this Agreement. "Confidential Information" excludes information that is (a) already known to the receiving party without an obligation of confidentiality, (b) becomes publicly known through no wrongful act of the receiving party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth herein shall continue for a period of months following termination or expiration of this Agreement.

WARRANTIES AND LIABILITY

Contractor warrants that the pump equipment supplied shall be free from defects in material and workmanship for a period of months from the date of substantial completion. Contractor's sole obligation under this warranty shall be to repair or replace defective components at Contractor's expense, provided Client notifies Contractor in writing within the warranty period.

Except for the express warranties stated herein, Contractor disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. In no event shall either party be liable to the other for indirect, incidental, special, or consequential damages except for liability arising from gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and written change orders executed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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