Building Products Document Template

Building Products Supply Agreement

This Building Products Supply Agreement (the Agreement) is entered into as of between Supplier: with principal place of business at , and Purchaser: with principal place of business at .

RECITALS

WHEREAS, Supplier manufactures, supplies and/or distributes building products including but not limited to structural components, finishes, and accessories (collectively, the Products); and

WHEREAS, Purchaser desires to purchase certain Products from Supplier for use in construction, renovation or resale and Supplier is willing to supply such Products subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein, Supplier and Purchaser agree as follows.

SCOPE OF WORK

DELIVERY & ACCEPTANCE

Delivery Address:

Acceptance Testing Period: Purchaser shall have days from delivery to inspect Products and notify Supplier in writing of any nonconformity. Failure to timely reject shall constitute acceptance.

PAYMENT TERMS

Contract Price: Purchaser shall pay Supplier a total contract price of (Contract Price) in accordance with the schedule below.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum lawful rate, whichever is less. Purchaser shall be responsible for reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Insolvency: Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential.

Obligations: Receiving party shall (i) use Confidential Information only to perform obligations under this Agreement; (ii) restrict disclosure to employees, consultants or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) protect Confidential Information with at least the same degree of care as its own confidential materials, but no less than reasonable care.

Exclusions: Confidential Information does not include information that is (i) or becomes public other than by breach of this Agreement; (ii) known to receiving party prior to disclosure as evidenced by written records; (iii) rightfully received from a third party without restriction; or (iv) independently developed without the use of Confidential Information.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years.

WARRANTY & DISCLAIMER

Supplier warrants that at the time of delivery Products shall materially conform to the specifications set forth in this Agreement and shall be free from material defects in workmanship and materials for a period of months from the date of acceptance.

EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

INDEMNIFICATION & LIABILITY

Indemnity: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS, OR BODILY INJURY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

COMPLIANCE & INSURANCE

Compliance: Each party shall comply with all applicable laws, codes and regulations in the performance of its obligations under this Agreement, including applicable building codes and product labeling requirements.

GOVERNING LAW & DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

Integration: This Agreement, together with any written appendices, schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether oral or written.

Amendment: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth above or such other address as a party may designate by written notice in accordance herewith. Notices shall be deemed given when delivered personally, by certified mail, or by overnight courier.

ADDITIONAL PROVISIONS

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