Construction Pipe Document

CONSTRUCTION PIPE AGREEMENT

This Construction Pipe Agreement (the Agreement) is entered into by and between Supplier Name: and Contractor Name: (each a Party and together the Parties), effective as of the Effective Date set forth below.

WHEREAS

WHEREAS, Supplier is engaged in the manufacture, supply and delivery of construction pipe, fittings and associated materials and has represented that it has the capacity and licenses required to supply such materials; and

WHEREAS, Contractor requires supply of construction pipe for the project identified as Project Name: located at Project Address: ; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Supplier will manufacture, supply, deliver and, where agreed, assist with installation of the pipe and related items.

SCOPE OF WORK

PIPE SPECIFICATIONS AND QUANTITIES

Material Type:   Size / Schedule:

DELIVERY, INSPECTION AND ACCEPTANCE

Delivery Address:

Acceptance shall be deemed to have occurred upon Contractor's written acceptance or upon expiration of the inspection period without written rejection. Rejection notices must identify defects with reasonable particularity and provide samples or photographs where practicable.

PAYMENT TERMS

All invoices are due within days of invoice date. Late payments shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is less. Contractor is responsible for any collection costs, including reasonable attorneys' fees, incurred by Supplier to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Agreement.

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 thirty (30) days after receipt of written notice specifying the breach. Termination of this Agreement shall not relieve Contractor of the obligation to pay for all goods delivered and accepted and services rendered prior to termination.

CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any proprietary or confidential information received from the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is publicly known or rightfully received from a third party without restriction. The obligations in this section shall survive termination of this Agreement for a period of three (3) years.

WARRANTY; LIMITATION OF LIABILITY; INDEMNITY

Supplier warrants that the supplied pipe will conform to the agreed specifications and will be free from defects in material and workmanship for a period of months from the date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's election, repair or replacement of nonconforming goods or refund of the purchase price for such goods. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither Party shall be liable to the other for indirect, incidental, consequential or punitive damages, except for damages arising from a Party's gross negligence or willful misconduct. Each Party shall indemnify, defend and hold harmless the other Party from and against claims arising from its breach of this Agreement, negligence, or willful misconduct, subject to the limitations set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules, specifications and purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

NOTICES

ADDITIONAL PROVISIONS

Any changes to specifications, quantities, or delivery schedule requested by Contractor must be made in writing and signed by authorized representatives of both Parties. Supplier shall be entitled to additional time and compensation for change orders that materially affect production or delivery.

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