Construction Finishing Materials

CONSTRUCTION FINISHING MATERIALS SUPPLY AGREEMENT

This Construction Finishing Materials Supply Agreement (the Agreement) is made as of between Buyer: with principal address ; and Supplier: with principal address .

WHEREAS

WHEREAS, Buyer requires finishing materials for construction projects, including but not limited to flooring, trim, sealants, and finishing hardware; and

WHEREAS, Supplier represents that it regularly supplies construction finishing materials meeting industry standards and has the capacity to furnish the materials described in this Agreement on the terms set forth herein; and

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

1. Scope of Work

Supplier shall supply, deliver and, if agreed, install construction finishing materials as specified in the Materials Schedule below and in accordance with the specifications, delivery schedules, packing and labeling requirements set forth in this Agreement. Supplier shall supply materials that conform to the technical and performance specifications provided by Buyer and to applicable codes and standards.

2. Materials Schedule

The following schedule identifies representative materials and pricing. Quantities and final acceptance shall be confirmed by purchase orders issued by Buyer referencing this Agreement.

3. Delivery, Inspection and Acceptance

Supplier shall deliver materials to locations designated by Buyer. Title and risk of loss pass to Buyer upon delivery and acceptance unless otherwise agreed in writing. Buyer shall inspect delivered materials within days of delivery and shall provide written notice of rejection within that period. Failure to timely reject shall constitute acceptance.

4. Payment Terms

Buyer shall pay Supplier the Total Contract Price as shown below in accordance with the payment schedule. All payments are due in U.S. dollars unless otherwise stated.

Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Supplier reserves the right to suspend deliveries for nonpayment after providing days' written notice.

5. Term and Termination

This Agreement commences on and continues until unless earlier terminated pursuant to its terms. Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of breach.

6. Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement, including pricing, specifications, proprietary processes, and commercial terms (Confidential Information). Confidential Information shall not include information that is or becomes public through no breach by the receiving party. Confidential Information shall be used solely for performance under this Agreement. The obligations of confidentiality survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

7. Warranties

Supplier warrants that materials furnished hereunder shall be free from material defects in workmanship and conform to the specifications for a period of months from acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, replacement of nonconforming materials or refund of the purchase price for such materials. This warranty is exclusive and is in lieu of all other warranties, express or implied, including fitness for a particular purpose and merchantability, except to the extent such disclaimers are unenforceable under applicable law.

8. Indemnification

Supplier shall indemnify, defend and hold Buyer and its affiliates harmless from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Supplier's breach of this Agreement, negligence, or willful misconduct, including claims alleging that supplied materials infringe a third party's intellectual property rights, provided that Buyer gives Supplier prompt written notice of any claim and cooperates in the defense.

9. Insurance

Supplier shall maintain commercial general liability insurance, product liability insurance and, if applicable, installation liability insurance with limits reasonably satisfactory to Buyer, and name Buyer as an additional insured on liability policies to the extent required by Buyer in writing.

10. Limitation of Liability

Except for liability arising from Supplier's gross negligence, willful misconduct, or Supplier's indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages arising out of or related to this Agreement. The aggregate liability of each party for any claim arising out of or related to this Agreement shall not exceed the total amounts paid or payable to Supplier under the specific purchase order giving rise to the claim.

11. Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, strikes, shortages of materials, governmental actions, or other force majeure events. The affected party shall promptly notify the other party in writing and use commercially reasonable efforts to resume performance.

12. Taxes and Duties

Unless otherwise agreed in writing, prices exclude sales, use, excise and other taxes, duties or levies imposed by any governmental authority. Buyer shall be responsible for such taxes, except for taxes based on Supplier's net income.

13. Assignment

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or successor in connection with a merger or sale of substantially all assets.

14. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as the receiving party designates in writing.

15. Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Buyer has its primary place of business, conducted by a single arbitrator under the commercial arbitration rules selected by the parties.

16. Entire Agreement

This Agreement, including any schedules, exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless in writing and executed by authorized representatives of both parties.

17. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Acknowledgement

Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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