Tooling Agreement

Tooling Agreement for the United Kingdom

Tooling Agreement Template for England and Wales

A Tooling Agreement is a legally binding contract under English and Welsh law that governs the manufacture, supply, use, and maintenance of industrial tools between parties. It establishes ownership rights, payment terms, quality standards, and maintenance responsibilities for tooling used in manufacturing processes. The agreement typically includes provisions for intellectual property rights, warranties, liability limitations, and dispute resolution mechanisms, all within the framework of English and Welsh commercial law.

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What is a Tooling Agreement?

A Tooling Agreement is essential when companies require specialized tools for their manufacturing processes. This agreement, governed by English and Welsh law, defines the rights and obligations of parties involved in the creation, use, and maintenance of industrial tooling. It addresses crucial aspects such as ownership, quality standards, maintenance responsibilities, and intellectual property rights. The agreement is particularly important in industries where custom tooling represents significant investment and is critical to production processes.

What sections should be included in a Tooling Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Agreement: Details of the tooling to be provided and its intended use

5. Ownership and Title: Provisions regarding ownership of the tools during and after production

6. Payment Terms: Price, payment schedule, and related financial terms

7. Quality Requirements: Standards, specifications, and quality control measures

8. Maintenance and Storage: Responsibilities for tool maintenance and storage conditions

9. Term and Termination: Duration of agreement and termination provisions

What sections are optional to include in a Tooling Agreement?

1. Insurance: Insurance requirements for tools and liability coverage when tools are of high value or risk

2. Export Control: Export compliance provisions for international transactions involving controlled tools or technology

3. Force Majeure: Provisions for unforeseen circumstances affecting long-term tooling commitments

4. Environmental Compliance: Environmental standards and requirements for tooling involving hazardous materials or processes

What schedules should be included in a Tooling Agreement?

1. Schedule 1 - Tool Specifications: Detailed technical specifications of tools including dimensions, materials, and performance requirements

2. Schedule 2 - Pricing Schedule: Detailed breakdown of costs, payment terms, and any pricing adjustments

3. Schedule 3 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

4. Schedule 4 - Maintenance Schedule: Detailed maintenance requirements, schedules, and procedures

5. Schedule 5 - Service Level Agreement: Performance metrics, service levels, and response times for tooling support

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing
Automotive
Aerospace
Electronics
Industrial Equipment

Relevant Teams

Procurement
Operations
Quality Control
Engineering
Legal
Finance

Relevant Roles

Procurement Manager
Production Manager
Quality Control Manager
Operations Director
Supply Chain Manager

Industries

Sale of Goods Act 1979: Primary legislation governing sale of goods, covering title, quality standards, and fitness for purpose requirements in commercial transactions

Supply of Goods and Services Act 1982: Legislation governing contracts for the supply of goods and services, including implied terms about quality and fitness

Commercial Agents Regulations 1993: Regulations implementing EU Directive on commercial agents, protecting agents in their relations with principals

Consumer Rights Act 2015: Legislation protecting consumer rights in B2C transactions, if applicable to the tooling agreement

Law of Property (Miscellaneous Provisions) Act 1989: Legislation governing formalities for creation and transfer of interests in property

Unfair Contract Terms Act 1977: Controls use of exclusion and limitation clauses in contracts, ensuring fairness in commercial relationships

Patents Act 1977: Primary legislation governing patent rights and protection in the UK, relevant for tooling intellectual property

Copyright, Designs and Patents Act 1988: Comprehensive legislation covering various forms of intellectual property protection

Registered Designs Act 1949: Legislation protecting the visual design of articles, particularly relevant for tooling design rights

Trade Marks Act 1994: Legislation governing trademark protection and registration, relevant if tooling includes branded elements

Health and Safety at Work Act 1974: Primary legislation ensuring workplace safety and health standards in tool usage and manufacturing

Provision and Use of Work Equipment Regulations 1998: Specific regulations governing safety requirements for work equipment and machinery (PUWER)

Environmental Protection Act 1990: Legislation governing environmental protection and waste management in industrial processes

WEEE Regulations: Regulations governing the disposal and recycling of waste electrical and electronic equipment

Export Control Order 2008: Legislation controlling the export of strategic goods, including certain types of tooling and technology

UK GDPR: Data protection legislation governing the processing of personal data in the UK post-Brexit

Data Protection Act 2018: UK's implementation of data protection requirements, complementing UK GDPR

Late Payment of Commercial Debts Act 1998: Legislation providing remedies for late payment in commercial transactions

Enterprise Act 2002: Legislation affecting business competition and corporate insolvency relevant to commercial contracts

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An England & Wales agreement outlining rights and duties for industrial tooling creation, use, and maintenance.

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