Tooling Disks Template

TOOLING DISKS TEMPLATE

This Tooling Disks Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Supplier manufactures or procures tooling disks used in the fabrication and inspection of specific parts and has represented that the tooling disks described herein meet the specifications provided by Customer; and

WHEREAS, Customer requires the manufacture, delivery, inspection, and acceptance of tooling disks for use in Customer's production processes, and Supplier agrees to provide such tooling disks under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to specifications, production, payment, ownership, maintenance, confidentiality, and risk of loss.

Scope of Work

Supplier shall manufacture, prepare, and deliver tooling disks in accordance with the specifications and schedule set forth below. Supplier shall perform all manufacturing, finishing, inspection, and documentation necessary to enable Customer's acceptance testing.

Tooling Disk Specifications

Delivery and Acceptance

Delivery terms shall be as specified below. Customer shall inspect delivered tooling disks within calendar days of receipt. If Customer provides written notice of rejection within the inspection period identifying nonconformities, Supplier shall, at Supplier's option, repair, replace or credit the nonconforming tooling disks. Absent timely notice, delivered tooling disks shall be deemed accepted.

Payment Terms

Customer shall pay Supplier in accordance with the amounts and schedule set forth below. All amounts are exclusive of applicable taxes unless otherwise stated.

Title, Risk of Loss and Maintenance

Title to and risk of loss for tooling disks shall pass according to the delivery terms set out above. Notwithstanding the transfer of title, Supplier reserves a security interest in tooling disks until full payment is received. Supplier shall maintain tooling disks in suitable condition while in Supplier's custody and shall maintain records of maintenance and repairs.

Warranty and Remedies

Supplier warrants that tooling disks will conform to the agreed specifications and will be free from defects in material and workmanship for a period of from the date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming tooling disks or refund of the purchase price for such disks. This warranty is exclusive and in lieu of all other warranties, express or implied.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breaching party fails to cure the breach within after receipt of written notice specifying the breach. Termination does not relieve Customer's obligation to pay for tooling disks accepted prior to termination.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement, including specifications, drawings, pricing, and manufacturing processes. Confidential information shall not be disclosed to third parties except as required by law or as necessary to perform obligations under this Agreement, and recipients shall protect such information with at least the same degree of care used to protect their own confidential information, but in no event less than reasonable care.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of its negligence or willful misconduct in connection with this Agreement. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, or punitive damages.

Governing Law

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

Entire Agreement

This Agreement, together with any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

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