Safety Abrasive Wheels Document

SAFETY ABRASIVE WHEELS AGREEMENT

This Safety Abrasive Wheels Agreement (the "Agreement") is entered into effective as of between:

WHEREAS

WHEREAS, Supplier designs, manufactures and/or supplies abrasive wheels and associated mounting accessories; and

WHEREAS, Purchaser requires Supplier to provide abrasive wheels, inspection records, and safety services in accordance with the requirements and operating limits set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities regarding supply, inspection, training, documentation, and safe use of abrasive wheels.

SCOPE OF WORK

Supplier shall furnish abrasive wheels, inspection services, training materials, and documentation as described below. Supplier's obligations include delivery, initial inspection, marking of maximum operating RPM, and records retention as provided in this Agreement. Purchaser shall provide reasonable access to installation sites and notify Supplier of nonconforming conditions.

WHEEL IDENTIFICATION & INVENTORY

The parties shall maintain an inventory of abrasive wheels received and in service. Provide initial inventory details below. Additional inventory may be appended as needed; Supplier will provide batch/serial identification where available.

INSPECTION, MOUNTING, AND TRAINING

Supplier shall provide written instructions for inspection, mounting, balancing and use of wheels. Purchaser shall ensure personnel performing mounting and use are trained and provided with appropriate personal protective equipment. Both parties shall comply with applicable industry safety practices for abrasive wheels.

PAYMENT TERMS

Purchaser agrees to pay Supplier for goods and services under this Agreement in accordance with the amounts and schedule below.

Late payments shall accrue interest at the rate of on overdue balances, compounded monthly, or the maximum permitted by law if lower.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if a material breach is not cured within 15 days after written notice of breach.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary information disclosed by the other party in connection with this Agreement. Confidential information excludes information that is or becomes public through no fault of the receiving party, was lawfully in the receiving party's possession prior to disclosure, or is required to be disclosed by law or valid legal process (in which case the receiving party shall provide prompt notice to permit the disclosing party to seek protective relief).

WARRANTY, LIABILITY AND INDEMNIFICATION

Supplier warrants that delivered abrasive wheels conform to the agreed description and are fit for their intended industrial purpose when used according to Supplier's instructions. Supplier's exclusive obligation under this warranty shall be repair or replacement of nonconforming wheels, or refund of purchase price, at Supplier's option. EXCEPT FOR THE FOREGOING, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of its negligence or willful misconduct in connection with use, mounting or maintenance of abrasive wheels, subject to applicable law and limitations set forth in this Agreement.

NONCONFORMING WHEELS, RECALLS AND DISPOSAL

Supplier shall notify Purchaser promptly of any discovery of defects, unsafe conditions, or events requiring recall or removal from service. Nonconforming wheels shall be quarantined, plainly marked, and removed from service. Disposal of worn or damaged wheels shall be performed in a manner that prevents re-use and complies with applicable waste handling practices.

DOCUMENTATION AND RECORDS

Supplier shall provide certificates of conformity, batch identification, and inspection records for each shipment. Both parties agree to retain inspection and training records for a minimum of years unless otherwise required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating formal proceedings.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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