Business Metal Document

BUSINESS METAL DOCUMENT

Parties

Recitals

WHEREAS, Client desires to procure metal goods and related fabrication or finishing services as described herein, and Supplier represents that it has the experience, capability, and qualified personnel to provide such goods and services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Supplier will furnish metal products, materials, fabrication, finishing and related work (collectively, the Services) to Client, effective as of (the Effective Date).

WHEREAS, the parties intend for this Business Metal Document to define scope, payment terms, delivery, inspection, confidentiality, remedies and other contractual obligations between them.

Scope of Work

Supplier shall perform the Services described below and supply all labor, materials, equipment and supervision necessary to complete the Services in accordance with the Specifications. Client and Supplier agree that the written Scope of Work controls to the extent it is inconsistent with other documents.

Payment Terms

Client shall pay Supplier for the Services in accordance with the schedule and amounts set forth below. All amounts are in U.S. dollars unless otherwise stated.

Late payment shall accrue interest at the lesser of (a) per month (18% per annum), or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Supplier in collecting delinquent amounts.

Delivery, Inspection and Acceptance

Supplier shall deliver goods to the delivery location and date set forth in the Scope of Work. Client shall inspect delivered goods within a commercially reasonable period not to exceed days of delivery and shall give written notice of any nonconformity. Failure to timely reject shall constitute acceptance, except for latent defects.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. In addition, either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and materials procured prior to termination.

Confidentiality

Each party (Recipient) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (Discloser). "Confidential Information" means non-public information disclosed in connection with this Agreement, including designs, specifications, pricing, processes, trade secrets and business plans. Confidential Information shall not include information that is publicly known, rightfully received from a third party without restriction, independently developed without use of the disclosing party's Confidential Information, or required to be disclosed by law (subject to prior notice to Discloser where legally permitted). Recipient shall use the Confidential Information solely for performance under this Agreement and shall take reasonable measures to protect confidentiality, not less than those used for its own similar information.

Warranties; Remedies; Indemnification

Supplier warrants that goods and Services provided hereunder shall conform to the Specifications and be free from defects in material and workmanship for a period of ninety (90) days from acceptance unless a longer period is specified in the Scope of Work. This warranty does not apply to damage from improper use, modification, normal wear and tear, or Client-provided materials.

Supplier's sole obligation for breach of the foregoing warranty shall be, at Supplier's option, repair, replacement, or refund of the contract price for the nonconforming portion. Except as expressly provided, Supplier disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Each party shall indemnify and hold harmless the other from claims, liabilities, damages and expenses (including reasonable attorney fees) arising out of the indemnitee's gross negligence or willful misconduct or from breach of its obligations under this Agreement.

Insurance

Supplier shall maintain commercial general liability insurance and, where applicable, workers' compensation and automobile liability insurance in amounts consistent with industry standards and sufficient to cover Supplier's obligations hereunder. Upon request, Supplier shall provide certificates of insurance evidencing such coverage.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice shall be effective upon hand delivery, overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Governing Law; Dispute Resolution

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. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to arbitration in the agreed-upon jurisdiction unless otherwise mutually agreed.

Entire Agreement; Amendments

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Failure by either party to enforce any right shall not constitute a waiver of that right.

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