Appliance Refrigerator

APPLIANCE REFRIGERATOR AGREEMENT

This Appliance Refrigerator Agreement (the Agreement) is made on between:

Client Name:     Client Address:

Supplier Name:     Supplier Address:

Recitals

WHEREAS, Supplier is engaged in the business of supplying, delivering and, if applicable, installing household refrigeration appliances and holds the requisite expertise and facilities to provide such goods and services; and

WHEREAS, Client desires to purchase and, where indicated, have Supplier deliver and install the refrigerator described below under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement regarding the appliance, delivery, installation, payment, and related obligations.

Appliance Details

Make / Brand:     Model:     Serial Number:

Quantity:     Expected Delivery Date:     Installation Required:

Scope of Work

Supplier shall supply the appliance described above and shall perform delivery and installation work as described in the scope of work. Installation includes connection to existing plumbing and electrical sources specified in the scope and completion of any reasonable adjustments necessary to make the appliance operational at the installation site. Supplier is not obligated to perform structural modifications unless expressly set forth in the scope of work.

Payment Terms

Total Purchase Price: $.

Deposit (if any): $ due upon execution. Balance due per the following schedule:

Payment shall be made in lawful currency by check, credit card, or electronic transfer as agreed by the parties. Unless otherwise agreed in writing, Client must pay all invoices within days of invoice. Late payments shall accrue interest at per month (or the highest rate permitted by law).

Taxes, import duties, and fees imposed by authorities on the sale, delivery, or installation of the appliance are the responsibility of .

Term and Termination

Term Commencement Date:     Term End Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after written notice of breach.

Upon termination, Client shall pay Supplier for all goods delivered and services performed through the effective termination date and for any non-cancelable commitments made by Supplier in connection with this Agreement.

Warranties and Acceptance

Supplier warrants that, at the time of delivery, the appliance will be free from material defects in materials and workmanship for the period stated in the manufacturer's warranty supplied with the appliance. Supplier assigns to Client the benefit of any transferable manufacturer warranty to the extent permitted. Supplier MAKES NO OTHER EXPRESS WARRANTIES AND DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW.

Client shall inspect the appliance upon delivery and notify Supplier in writing of any nonconforming goods within days. If Client fails to timely provide notice, the appliance shall be deemed accepted.

Risk of Loss; Title

Risk of loss and title to the appliance passes to Client upon delivery to the installation site specified in this Agreement and completion of unloading from the delivery vehicle, unless otherwise agreed in writing.

Confidentiality

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no breach by Recipient, (b) is rightfully received from a third party without restriction, (c) was known to Recipient prior to disclosure, or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination of this Agreement, Recipient shall return or destroy Discloser's Confidential Information at Discloser's election.

Insurance and Permits

Supplier shall maintain commercially reasonable liability insurance covering its delivery and installation operations. Client shall obtain any necessary permits or approvals required for installation unless expressly agreed otherwise in writing. Each party shall promptly provide proof of insurance or permits upon request.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Supplier's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client to Supplier under this Agreement.

Notices

Governing Law; Entire Agreement

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

This Agreement, including any attachments and the scope of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign receivables or obligations to an affiliate or financing party.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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