Business Power Supplies Agreement

Business Power Supplies Agreement

Parties

Supplier Name:

Purchaser Name:

Recitals

WHEREAS, Supplier is engaged in the business of manufacturing, assembling and selling commercial power supply units and related components; and

WHEREAS, Purchaser desires to purchase and Supplier agrees to sell certain power supply products and related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the manufacture, delivery, acceptance, warranty and payment for such power supplies effective as of Effective Date: .

Scope of Work

Supplier shall manufacture, supply and, where specified, install the power supply units described below in accordance with the specifications, quantities and delivery schedule agreed by the parties:

Payment Terms

Unit Price: per unit. Estimated Quantity: . Estimated Total: .

Payment Schedule: Purchaser shall pay a deposit equal to % of the estimated total upon execution of this Agreement. The deposit is due within days of signing. The balance shall be payable within days after delivery and acceptance of the delivered units, subject to invoice reconciliation.

Late Payment: Any past-due amounts shall accrue interest at a rate of % per month (or the maximum lawful rate if less). Purchaser shall also be responsible for reasonable collection costs and attorney fees incurred by Supplier in enforcing payment.

Delivery, Title and Risk of Loss

Delivery shall be made FOB Supplier's facility unless otherwise agreed in writing. Estimated lead time per order: days from receipt of deposit and final specifications. Title and risk of loss shall pass to Purchaser upon delivery to the carrier at Supplier's facility unless Carrier and shipping terms are otherwise specified in writing.

Term and Termination

Term: This Agreement commences on Effective Date: and shall remain in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Purchaser of obligations to pay for goods delivered and accepted prior to termination.

Warranty

Supplier warrants that the power supplies will conform to the specifications set forth in the Scope of Work and will be free from defects in materials and workmanship for a period of months from the date of delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective units or refund of the purchase price for such units. This warranty does not apply to defects resulting from unauthorized modification, misuse, accident, or improper installation.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or technical information disclosed by one party to the other in connection with this Agreement, including specifications, drawings, pricing, and business plans, whether disclosed orally, in writing, or electronically.

Obligations: Each receiving party shall (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information shall not include information that (i) is or becomes public through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully obtained from a third party without breach of an obligation; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall remain in effect for a period of years following termination or expiration of this Agreement.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of its obligations under this Agreement, provided the indemnified party provides prompt written notice of any claim and cooperates in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total amount paid by Purchaser to Supplier under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement 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.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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