Color Selection Panolam Colors

COLOR SELECTION AGREEMENT — PANOLAM COLORS

This Color Selection Agreement (the Agreement) is entered into between Client Name: and Supplier Name: effective as of Effective Date: .

WHEREAS

WHEREAS, Client requires specific Panolam color(s) and related finish specifications for manufacturing, fabrication, or installation of panels, components, or finished goods; and

WHEREAS, Supplier is authorized to provide Panolam color standards, samples, and color-matching services and has represented that it can procure, package, and deliver the specified Panolam colors subject to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

Supplier shall provide color selection services for Panolam products including procurement of physical swatches, provision of color codes, and coordination of sample approvals. Supplier shall perform all work in accordance with Panolam manufacturer specifications and the acceptance criteria defined herein.

2. Color Selection Details

Color List Reference or Job Number:

3. Samples, Approval, and Tolerances

Supplier will supply physical Panolam swatches where available. Client shall examine and approve or reject samples in writing within Approval Period: days of receipt. Absent written rejection within that period, samples will be deemed accepted.

Color tolerance for production shall not exceed Delta E of (ΔE) unless otherwise agreed in writing. Deviations within established industry tolerances shall not constitute a breach.

4. Payment Terms

Late payments shall accrue interest at a rate of Late Fee: on the outstanding balance, compounded monthly, and Supplier may suspend further deliveries for accounts more than 30 days past due.

5. Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice No. of Days: days prior to the intended termination date. Termination for cause may occur immediately for material breach if the breaching party fails to cure within thirty (30) days after receiving written notice specifying the breach.

6. Confidentiality

Each party shall treat as confidential all non-public business information, color standards, proprietary formulas, and sample specifications received from the other party (Confidential Information). Confidential Information shall not be disclosed to any third party and shall be used solely for the purposes of fulfilling obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years.

7. Warranties; Limitation of Liability

Supplier warrants that services will be performed in a commercially reasonable manner consistent with industry standards. Supplier does not warrant that colors reproduced in production will be exact matches to digital or photographic representations. Except for willful misconduct or gross negligence, Supplier’s aggregate liability for any claim arising from this Agreement shall not exceed the total fees paid by Client under this Agreement for the specific color order that is the subject of the claim.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of law principles. Exclusive venue for disputes shall be in the courts of the chosen jurisdiction.

9. Entire Agreement

This Agreement, including any attached color schedules and approved samples, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

10. Miscellaneous Provisions

Assignment: Neither party may assign its rights or 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: Notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties in writing and shall be effective upon receipt.

Acceptance

By signing below, the parties acknowledge they have read, understood, and agreed to the terms and conditions of this Agreement and authorize Supplier to proceed with procurement and delivery of the specified Panolam color samples and subsequent production as described above.

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