Appliance Specification Template

APPLIANCE SPECIFICATION TEMPLATE AND SUPPLY AGREEMENT

This Appliance Specification and Supply Agreement (the Agreement) is made effective as of by and between Supplier Name: and Purchaser Name: .

WHEREAS

WHEREAS, Supplier is engaged in the business of procuring, specifying, and supplying commercial and residential appliances and related installation services; and

WHEREAS, Purchaser desires to procure the appliances described in this Agreement and to retain Supplier to deliver and, if elected, to install such appliances in accordance with the Specifications and Scope of Work set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. Scope of Work

Supplier shall furnish the appliances, parts and labor specified in this Agreement in accordance with the Specifications. Supplier will perform work in a professional manner consistent with industry standards and in compliance with applicable codes.

2. Appliance Specifications

Complete the following table for each appliance to be supplied. Attach additional sheets if required.

Additional appliances, accessories or optional items shall be documented on an attached schedule, which shall form part of this Agreement upon signature by both parties.

3. Delivery, Installation and Acceptance

4. Payment Terms

Total Contract Amount: $.

Late payment shall accrue interest at the rate of % per month (or the maximum permitted by law), calculated daily from the due date until payment in full. Purchaser shall be responsible for all collection costs, including reasonable attorneys' fees.

5. Taxes and Other Charges

All prices are exclusive of sales, use, excise, value-added or other taxes, duties, levies or similar governmental charges. Purchaser shall pay applicable taxes unless Purchaser provides a valid exemption certificate. Any import duties, customs clearance fees, or special handling charges are the responsibility of Purchaser unless otherwise agreed in writing.

6. Warranties

Supplier warrants that the appliances supplied will conform to the Specifications and will be free from defects in material and workmanship for the warranty periods specified in each appliance entry above. Supplier's obligation under this warranty shall be limited, at Supplier's option, to repair or replacement of defective parts or refund of the purchase price of the affected appliance. This warranty does not cover damage resulting from misuse, improper installation by parties other than Supplier where Supplier is not contracted to install, unauthorized modification, or normal wear and tear.

7. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Upon termination, Purchaser shall pay Supplier for all work performed and appliances delivered up to the effective date of termination, plus any reasonable demobilization costs.

8. Confidentiality

Each party shall maintain in confidence all non-public technical, commercial and business information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly known through no breach of this Agreement, or (c) is rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

9. Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from its negligent acts or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of Supplier for any claim arising under this Agreement shall be limited to the total amounts actually paid to Supplier under this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive jurisdiction and venue for any dispute shall be in the courts of that state, unless the parties mutually agree otherwise in writing.

11. Entire Agreement

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings, negotiations and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

12. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth by the parties. If any provision is found unenforceable, the remainder shall remain in full force and effect.

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