Business Steel Document

BUSINESS STEEL DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Supplier Name: with principal address: and Client Name: with principal address: .

WHEREAS

WHEREAS, Supplier is engaged in the manufacture, processing and supply of steel and steel products, including but not limited to: , and has the capability to deliver conforming material in accordance with industry standards and applicable specifications.

WHEREAS, Client desires to purchase and Supplier agrees to sell and deliver the steel products and related services described in this Agreement in accordance with the terms set forth herein, including quantity: and required delivery schedule as set forth below.

SCOPE OF WORK

Supplier shall perform procurement, fabrication, testing, packaging and delivery of steel products and any ancillary services specifically described in this section and any attachments incorporated herein. Supplier will comply with the product specifications, quality control procedures, and delivery tolerances agreed to by the parties.

PAYMENT TERMS

All payments are due in United States Dollars unless otherwise agreed in writing. Invoices not disputed in writing within the inspection period set forth below shall be deemed accepted. Client shall not withhold payment except for bona fide disputes handled under the Dispute Resolution provisions of this Agreement.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate immediately for insolvency, bankruptcy filing or an act that would make performance illegal. Obligations incurred prior to termination survive termination to the extent necessary to effectuate collection, warranty claims, confidentiality and indemnity obligations.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, visually or in writing. Confidential Information does not include information that is: (a) already known to the recipient at the time of disclosure; (b) publicly available through no breach by the recipient; (c) lawfully obtained from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

The recipient shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Agreement, and (iii) limit disclosure to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The recipient will use at least the same degree of care to protect Confidential Information as it uses with its own confidential information, but in no event less than reasonable care.

Upon termination or expiration of this Agreement, the recipient shall promptly return or destroy Confidential Information as directed by the discloser and certify such destruction upon request.

INSPECTION, ACCEPTANCE AND WARRANTIES

Client shall inspect delivered goods within Inspection Period: from delivery. Failure to provide written notice of nonconformity within the inspection period shall constitute acceptance, except for latent defects that could not reasonably have been detected.

Supplier warrants that goods shall conform to the specifications provided, be free from material defects in workmanship and materials at the time of delivery, and shall be fit for the intended purpose if such purpose is communicated in writing. Supplier's sole obligation and Client's sole remedy for breach of these warranties shall be, at Supplier's option, repair or replacement of nonconforming goods or refund of the purchase price for such goods.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligent acts or willful misconduct in connection with this Agreement. Except for breaches of confidentiality or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to direct damages not to exceed the total amount paid or payable under this Agreement during the 12 months preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation for a period of thirty (30) days prior to initiating litigation or arbitration.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses provided below or to such other address as a party may designate in writing.

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