Commercial Glass Supply Agreement

COMMERCIAL GLASS SUPPLY AGREEMENT

This Commercial Glass Supply Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Supplier Name:    Supplier Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying and delivering commercial architectural glass products, including insulated glazing units, tempered glass, laminated glass and associated framing and accessories; and

WHEREAS, Client desires to purchase and Supplier desires to sell and deliver the glass products and related services described in this Agreement under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

DELIVERY, PACKAGING & LEAD TIME

Delivery Terms: .

INSPECTION & ACCEPTANCE

Client will inspect delivered goods within calendar days of delivery. Nonconforming goods identified within that period shall be reported in writing to Supplier. Supplier shall, at its option, repair or replace nonconforming goods within a commercially reasonable time.

WARRANTY

Supplier warrants that all glass products supplied under this Agreement shall be free from defects in material and workmanship and shall conform to the specifications set forth in the applicable Purchase Order for a period of months from date of delivery. Remedies under this warranty are limited to repair or replacement of defective goods or refund of purchase price at Supplier's discretion. This warranty does not cover damage due to misuse, improper installation, or ordinary wear and tear.

PAYMENT TERMS

Contract Price / Estimated Value: $.

Late Payment Fee: on outstanding amounts, compounded monthly, in addition to any collection costs and attorneys' fees incurred by Supplier to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: .

Term Expiration 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. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Proprietary Information of the other party (Discloser) disclosed in connection with this Agreement, except as required by law or as necessary to perform obligations under this Agreement. Proprietary Information does not include information that is or becomes publicly available through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser's Proprietary Information.

Confidentiality Obligation Period: years following disclosure.

INDEMNIFICATION

Supplier shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from Supplier's breach of this Agreement, negligent acts, or willful misconduct in the design, manufacture or supply of the goods, except to the extent caused by Client's negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or Supplier's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and Supplier's aggregate liability arising out of or relating to this Agreement shall not exceed the total amount paid or payable by Client to Supplier under the Purchase Order giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from acts beyond the reasonable control of the affected party, including acts of God, labor disputes, governmental actions, shortages of materials, or transportation interruptions. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any applicable Purchase Orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or successor in connection with a merger or sale of substantially all of Supplier's assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship.

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