Business Coils Template

BUSINESS COILS TEMPLATE

This Business Coils Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with Address: and Supplier Name: with Address: .

WHEREAS

WHEREAS, Client requires supply and delivery of coiled metal product manufactured and processed to the specifications set forth in this Agreement (the Product); and

WHEREAS, Supplier represents that it is experienced in the manufacture and sale of coils and has the capacity and licensure necessary to supply the Product in accordance with agreed specifications, lead times, and quality standards; and

WHEREAS, the parties desire to reduce their understanding to writing and to set forth the terms under which Supplier will manufacture, process, and deliver the Product to Client.

1. SCOPE OF WORK

Supplier shall manufacture, process, test, package, and deliver coils in accordance with the technical specifications, tolerances, surface finish, and quantities agreed by the parties. Work shall include quality assurance testing and documentation as required by the parties.

2. PAYMENT TERMS

Contract Price: The total aggregate price payable by Client to Supplier for the Product and services described in Section 1 shall be Contract Price: $ (Contract Price), exclusive of applicable taxes and shipping unless otherwise specified.

Invoicing and Payment: Supplier will submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt.

Late Payment: Past due amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs and any administrative late fee of $ .

3. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. Client shall pay Supplier for all completed work and any non-cancellable commitments incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receiving written notice specifying the breach. Insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings by or against a party shall entitle the non-insolvent party to terminate immediately.

4. CONFIDENTIALITY

Definition: "Confidential Information" means all non-public technical, commercial, pricing, and business information disclosed by one party (Disclosing Party) to the other (Receiving Party) in relation to the transactions contemplated by this Agreement, whether disclosed orally, in writing, electronically, or by inspection.

Obligations: The Receiving Party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict access to Confidential Information to employees, contractors, and agents who need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Duration: Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was lawfully in the Receiving Party's possession prior to disclosure, or is independently developed without reference to the Disclosing Party's Confidential Information. The obligations under this Section shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

5. REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants that the Product will conform to the specifications set forth in the Scope of Work, will be free from material defects in materials and workmanship for the warranty period set forth in the Scope of Work, and that Supplier has the authority and capacity to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, the aggregate liability of each party arising out of or related to this Agreement shall not exceed the total Contract Price actually paid by Client to Supplier under this Agreement during the twelve (12) month period preceding the claim. In no event shall either party be liable for incidental, special, consequential, or punitive damages.

7. 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 choice of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any claim, controversy, or dispute arising out of or related to this Agreement through negotiation between senior representatives. If the parties are unable to resolve the dispute within thirty (30) days, either party may seek relief in the state or federal courts located in the county of the Governing Law venue, and each party hereby consents to the exclusive jurisdiction and venue of those courts.

8. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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

9. MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets; provided that the assignee assumes Supplier's obligations hereunder.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including acts of God, labor disputes, shortages of materials, governmental actions, or transportation interruptions. The affected party shall provide prompt written notice and take commercially reasonable steps to mitigate the effect of the event.

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