Business Reflective Decals Template

BUSINESS REFLECTIVE DECALS TEMPLATE

Client Name:    Contact Person:

Client Address:

Supplier Name:    Contact Person:

Supplier Address:

RECITALS

WHEREAS, Client Name: desires to purchase reflective decals for use on Client equipment, vehicles, or property as specified below; and

WHEREAS, Supplier Name: is engaged in the manufacture and supply of reflective decals and has represented that it will produce decals that meet the specifications and schedule in this Template; and

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

SCOPE OF WORK

SPECIFICATIONS

Installation Required:   If checked, provide installation details below.

Proof Required Prior to Production:   Turnaround for proofs (business days):

PAYMENT TERMS

Unit Price: $    Estimated Total Amount: $

Late Payment: A late fee of per month will apply to overdue balances plus reasonable collection costs.

TIMELINE, TERM & TERMINATION

Production Start Date:    Estimated Completion / Delivery Date:

Term: This agreement commences on the Production Start Date and continues until final delivery and acceptance by Client unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate upon material breach by the other party if the breaching party fails to cure within days after written notice. Termination is without prejudice to accrued rights and obligations.

Termination for Convenience: Either party may terminate for convenience upon days' prior written notice; Client must pay for all completed work, accepted materials, and non-cancellable commitments.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary and confidential information disclosed by the other party, including artwork, pricing, and technical specifications. Confidential information shall not be disclosed except to those employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years.

WARRANTY & LIABILITY

Supplier warrants that decals will conform to the agreed specifications and will be free from material defects in workmanship and materials for a period of months from acceptance. Supplier's sole obligation for breach of warranty is repair or replacement of defective decals at Supplier's expense. Supplier is not liable for defects arising from Client-provided artwork, misuse, improper installation, or exposure beyond specified environmental tolerances.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, or punitive damages. Aggregate liability shall not exceed the total amounts paid by Client to Supplier under this agreement for the applicable decal order.

INTELLECTUAL PROPERTY

Client warrants that any artwork, logos, or materials provided do not infringe third-party rights. Client grants Supplier a non-exclusive, non-transferable license to use Client-provided artwork solely to produce decals under this agreement. Ownership of newly-created Supplier artwork remains with Supplier until paid in full; upon full payment Supplier grants Client a non-exclusive license to use produced artwork for the Client's intended purposes stated in this agreement.

COMPLIANCE AND REGULATORY REQUIREMENTS

Supplier shall ensure decals meet the reflective and safety standards expressly specified in this Template and comply with applicable federal, state, and local laws at the time of manufacture. Client is responsible for confirming that decal placement and use comply with applicable regulations for Client's industry or jurisdiction.

GOVERNING LAW

This agreement shall be governed by the laws of: without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Template, together with any accepted purchase orders, approved proofs, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, or agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be delivered to the addresses listed at the beginning of this Template and are effective upon personal delivery, confirmed electronic delivery, or three (3) business days after deposit in the mail via certified mail.

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