Business Catalog

BUSINESS CATALOG

This Business Catalog and General Business Agreement is made between Supplier Name: and Client Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Supplier maintains a catalog of goods and services and offers such goods and services for sale under the terms and conditions set forth in this Business Catalog and Agreement; and

WHEREAS, Client desires to purchase goods and/or services from Supplier pursuant to the catalog descriptions, pricing, and payment terms contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Supplier shall offer for sale and Client may purchase the goods and services described in the catalog entries below in accordance with the terms of this Agreement. The catalog describes standard product specifications, available services, standard lead times, and pricing basis. Individual orders will reference the applicable catalog item code and the terms herein.

CATALOG ITEMS

Listed below are representative catalog entries. Each entry includes item code, description, unit, and standard unit price. Prices are exclusive of applicable taxes, duties, and shipping unless otherwise stated.

The Parties may add additional catalog entries by written amendment in accordance with the Amendment provision below.

PAYMENT TERMS

Client shall pay Supplier in immediately available funds according to the pricing and schedule set forth in this section and any applicable order. Unless otherwise agreed in writing, the following standard terms apply:

TERM AND TERMINATION

This Catalog and Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other Party. Termination for material breach is effective immediately upon written notice if the breaching Party fails to cure within Cure Period (days): days after receipt of notice.

CONFIDENTIALITY

Each Party agrees to maintain in confidence any non-public information disclosed by the other Party 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"). Confidential Information does not include information that is publicly known through no fault of the receiving Party or rightfully obtained from a third party without restriction. The receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to any third party except as required by law or with prior written consent.

WARRANTY & LIMITATION OF LIABILITY

Supplier warrants that goods supplied under this Catalog shall conform to the descriptions set forth in the catalog entries and be free from material defects for a period specified in each item's description. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

GOVERNING LAW

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

AMENDMENT; ENTIRE AGREEMENT

This Catalog, together with any mutually executed purchase orders and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties.

ORDERING, DELIVERY AND RETURNS

Orders shall be placed by purchase order referencing the applicable catalog item code. Delivery terms, lead times, and acceptance criteria are defined per item in the catalog or in the purchase order. Returns and exchanges are subject to Supplier's written return policy as set forth in the applicable item description.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties acknowledge that they have had the opportunity to review this Agreement and, if desired, to seek independent legal counsel.

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