Architectural Louvers Template

Architectural Louvers Template

Parties

Project Name:    Project Address:

Effective Date:

Recitals

WHEREAS, Client engages Supplier to furnish, fabricate and deliver architectural louvers and related accessories for the Project in accordance with the specifications, drawings and schedules set forth in this Agreement and its attachments; and

WHEREAS, Supplier represents that it is experienced in the manufacture and supply of architectural louvers, and will perform work in compliance with applicable building codes, industry standards and the Project specifications; and

WHEREAS, the parties desire to set forth the terms, conditions and obligations relating to fabrication, delivery, acceptance, warranty and payment for the louvers.

Scope of Work

Supplier shall furnish all labor, materials, equipment, shop drawings and services necessary to supply architectural louvers as described below. Supplier's obligations include fabrication to specified tolerances, protective packaging, coordination for delivery, and reasonable assistance during installation and final acceptance testing.

Specifications

Material:    Finish:

Model / System:    Tolerances:

Total Contract Amount: $    Unit Price (if applicable): $

Payment Terms

Client shall pay Supplier the Total Contract Amount in accordance with the schedule below. All amounts are payable in U.S. dollars unless otherwise agreed in writing. Unless otherwise stated, taxes, duties and fees are the responsibility of:

Payment Due Days:    Late Fee (interest):

Term and Termination

This Agreement commences on the Start Date and continues until completion of obligations or the End Date, unless terminated earlier in accordance with this section. Start Date: End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Termination for convenience by Client requires days' prior written notice and payment for work performed and reasonable demobilization costs.

Change Orders

Any changes to scope, materials, schedule or price shall be executed only by a written Change Order signed by authorized representatives of both parties. Change Orders shall specify adjustments to price, schedule and any impacts to warranty. Supplier shall not proceed with changed work without a signed Change Order except as the parties otherwise agree in writing.

Delivery and Acceptance

Lead time for fabrication and delivery (after approved shop drawings and receipt of deposit): weeks. Supplier shall notify Client of delivery schedule at least days in advance.

Warranty

Supplier warrants that the louvers will be free from defects in material and workmanship for a period of months from date of final acceptance. This warranty does not cover damage caused by improper installation, misuse, alteration or ordinary wear and tear.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement and to use such information only for performance under this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, was known prior to disclosure, or is rightfully obtained from a third party without breach of obligation. Confidentiality obligations shall survive termination for a period of years.

Indemnification; Limitation of Liability

Supplier shall defend, indemnify and hold harmless Client from third party claims arising out of Supplier's breach of this Agreement or Supplier's negligent fabrication of the louvers, except to the extent arising from Client's negligence or breach. Except for willful misconduct or indemnity obligations, neither party's aggregate liability shall exceed the Total Contract Amount. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Compliance; Insurance

Supplier shall comply with applicable laws, codes and standards in the fabrication and supply of the louvers. Supplier shall maintain commercial general liability and worker's compensation insurance with limits customary for the trade and shall provide evidence of insurance upon request.

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 rules.

Entire Agreement

This Agreement, including any attached drawings, specifications and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Dispute Resolution

The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the state specified in Governing Law, unless the parties mutually agree otherwise in writing. Each party bears its own costs and attorneys' fees, except as awarded by the arbitrator.

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