Customer contract template

Preamble

The place and date are recorded on signing. The signed version states each party's full name, registration and tax details, address, representative and authority; together they are the Parties.

1. Subject matter and transaction documents

1. The Supplier shall manufacture and/or supply the equipment and, where expressly stated in the Specification, perform design, installation-supervision, installation or service work. The Customer shall accept and pay for the result.
2. The signed Specification defines the items, quantities, price, completeness, dates, delivery address, Incoterms where applicable, work scope and warranty. In case of conflict, the order of precedence is: amendment; Specification; design brief; this contract; correspondence.
3. The online calculator, visualization and preliminary plan are source materials, not detailed design documents. Load-bearing components, connections, anchoring and permitted loads are determined by the approved documentation.
4. Any change to approved inputs shall be documented as a scope change with corresponding price and schedule adjustments.

2. Inputs and Customer obligations

1. The Customer shall provide accurate dimensions and information on loads and pallets, handling equipment, floor, columns, doors, utilities, fire constraints and operating conditions in a timely manner.
2. The Customer shall ensure site readiness, including unobstructed access, lighting, safe conditions, a level and adequately designed floor, unloading zones, required permits and suspension of conflicting work.
3. The Customer bears the risk arising from incomplete or inaccurate inputs to the extent that the Supplier could not reasonably have identified them during the agreed survey.
4. The Customer shall appoint an authorized representative who may issue comments and sign certificates through the agreed electronic channel.

3. Price and payments

1. The Specification states the price, VAT rate and legal basis, which an accountant checks against the law in force on the transaction date. Unless expressly stated otherwise, delivery, unloading, lifting equipment, site consumables and repeat visits are charged separately.
2. The signed Specification states the advance, readiness and final-payment shares, payment period and event that starts that period.
3. The payment obligation is fulfilled when funds are credited. The payer bears its bank charges.
4. If payment is late, the Supplier may suspend manufacturing, delivery or work after written notice to the Customer. Dates shall move by the delay period plus a reasonable schedule-recovery period.

4. Dates, delivery and transfer of risk

1. Unless the Specification states otherwise, the performance period begins after receipt of the advance payment and approval of the inputs and Specification.
2. The Supplier shall notify readiness. The Customer shall accept delivery on the agreed date; waiting time, storage and repeat delivery caused by the Customer are charged at documented cost and agreed rates.
3. Risk of accidental loss passes when the equipment is handed to the Customer or first carrier, as specified. Title passes after full payment unless mandatory law requires otherwise.
4. Partial or early delivery is permitted if stated in the Specification or agreed in writing.

5. Acceptance of equipment and work

1. Quantity and visible damage are checked on handover and recorded in the universal transfer document, delivery note or certificate. Hidden defects may be notified within the warranty period after discovery.
2. A defect notice should include the item identifier, description, photographs or video, date and discovery conditions. This does not restrict rights that cannot lawfully be restricted.
3. For substantiated comments, the Supplier shall remedy the confirmed defect, replace the component, proportionately reduce the price or offer another remedy available by law.
4. Failure to participate in acceptance does not automatically mean that no defects exist, but it permits the Supplier to issue a unilateral certificate recording the actual scope with supporting evidence.

6. Installation and safety

1. Installation is performed only if included in the Specification. The Customer shall hand over the site under a readiness certificate and ensure occupational and fire-safety requirements within its area of responsibility.
2. The Supplier is not liable for consequences caused by unauthorized structural changes, level relocation beyond permitted arrangements, overloading, vehicle damage or operation without mandatory inspections.
3. Before commissioning, the Customer receives operating rules, load signs and the document set required by the Specification.

7. Quality and warranty

1. The equipment must comply with the Specification, approved documentation and mandatory requirements applicable to the specific product.
2. The signed Specification states the warranty duration, starting event and final limit if commissioning is delayed.
3. The warranty does not cover normal wear, corrosion caused by an unapproved environment, mechanical damage, overloading, unauthorized repair or breach of operating procedures.
4. The Supplier may inspect the site. If the case is not covered by warranty, the visit and diagnostics are charged at the agreed rate.

8. Liability

1. The signed contract or Specification states the amount and cap of any delivery or payment delay penalty, subject to applicable law.
2. A party shall compensate documented direct losses to the extent of causation and fault. The limitation does not apply where liability may not be limited by law, including intentional misconduct.
3. Loss of profit is excluded only to the extent permitted by law in a B2B transaction. Third-party penalties are recoverable where breach and causation are proven and the responsible party was timely involved in handling the claim.
4. The Supplier's aggregate contractual liability may be capped at the price of the relevant Specification, except where such a limitation is void by law.

9. Intellectual property and confidentiality

1. Rights in standard calculation methods, connection libraries and software remain with their respective owners. After payment, the Customer may use the delivered documentation for the agreed site.
2. The parties shall not disclose commercial terms, drawings or personal data except as required to perform the contract or by law, a bank, auditor or court.
3. The site name, logo and photographs may be published only with separate consent.

10. Force majeure

1. A party is excused from liability for non-performance caused by extraordinary and unavoidable circumstances if it gives notice within the period agreed in the contract and provides available evidence.
2. Lack of funds, ordinary price changes and a counterparty's breach are not force majeure by themselves. The signed version states the maximum impediment period after which the parties discuss amendment or termination.

11. Claims, governing law and disputes

1. Russian Federation law applies. The signed contract states the response period under the pre-action claim procedure.
2. If no agreement is reached, the dispute shall be heard by the commercial court at the Supplier's location, provided that contractual jurisdiction is permitted and does not infringe exclusive jurisdiction or consumer rights.
3. Invalidity of an individual term does not invalidate the contract as a whole.

12. Electronic exchange and final provisions

1. The parties recognize documents sent from agreed addresses and through electronic document exchange as evidence of intent. The electronic-signature type and address list are stated in the party details or electronic-document agreement.
2. Legally significant notices are sent using the parties' stated details. The signed contract states the period for reporting changes to those details.
3. Integral appendices: Specification; design brief; schedule; site-readiness certificate; operating rules; and, where required, method statement.
4. The Supplier's and Customer's details and signatures are completed only in the version to be signed.