Parts production contract

TEMPLATE: PARTS PRODUCTION CONTRACT

This Parts Production Contract (“Contract”) is made and entered into on [Date] by and between [Manufacturer], a [State] corporation, with a principal place of business at [Address] (“Manufacturer”), and [Supplier], a [State] corporation, with a principal place of business at [Address] (“Supplier”).

WHEREAS, the Manufacturer is engaged in the business of [Brief Description of Business]; and

WHEREAS, the Supplier is engaged in the business of [Brief Description of Business];

WHEREAS, the Manufacturer wishes to purchase parts from the Supplier, and the Supplier wishes to sell parts to the Manufacturer, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. PARTS TO BE PRODUCED

The Supplier shall manufacture and deliver to the Manufacturer the parts described in Exhibit A attached hereto (the “Parts”) in accordance with the specifications set forth therein.

2. PURCHASE AND SALE OF PARTS

The Manufacturer shall purchase and the Supplier shall sell the Parts, in accordance with the terms and conditions set forth in this Contract.

3. PRICING AND PAYMENT

The purchase price for the Parts shall be as set forth in Exhibit A. The Manufacturer shall pay the purchase price to the Supplier upon delivery of the Parts. All payments shall be made in United States dollars.

4. DELIVERY AND TRANSPORTATION

The Supplier shall deliver the Parts to the Manufacturer in accordance with the delivery schedule set forth in Exhibit A. The Parts shall be delivered F.O.B. the Supplier’s facility. The Manufacturer shall be responsible for all transportation costs from the Supplier’s facility to the Manufacturer’s facility.

5. INSPECTION AND ACCEPTANCE

The Manufacturer shall have the right to inspect and test the Parts upon delivery. The Parts shall be deemed accepted by the Manufacturer unless the Manufacturer gives written notice of rejection to the Supplier within ten (10) days after delivery of the Parts.

6. WARRANTIES

The Supplier warrants that the Parts shall conform to the specifications set forth in Exhibit A, and shall be free from defects in material and workmanship. The Supplier’s warranty shall survive any inspection, delivery, or payment by the Manufacturer.

7. INTELLECTUAL PROPERTY

The Supplier represents and warrants that the manufacture and sale of the Parts does not infringe any third-party intellectual property rights. The Supplier shall indemnify and hold harmless the Manufacturer from and against any and all losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of any claim of infringement of third-party intellectual property rights.

8. TERM AND TERMINATION

This Contract shall commence on the date first written above and shall continue until the completion of the delivery of the Parts. Either party may terminate this Contract upon thirty (30) days’ written notice to the other party.

9. ASSIGNMENT

The Supplier may not assign this Contract or any of its rights or obligations hereunder without the prior written consent of the Manufacturer.

10. ENTIRE AGREEMENT

This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements between the parties. This Contract may not be amended or modified except in writing signed by both parties.

11. GOVERNING LAW AND JURISDICTION

This Contract shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to its conflicts of law principles. Any action arising out of or related to this Contract shall be brought in the state or federal courts located in [County], [State], and the parties hereby submit to the jurisdiction of such courts.

IN WITNESS WHEREOF,