Construction Procurement Agreement

CONSTRUCTION PROCUREMENT AGREEMENT

Agreement Date:

Parties

Recitals

WHEREAS, Client is undertaking construction of the project described as: located at (the "Project");

WHEREAS, Contractor has expertise in procuring construction materials, equipment, and components and agrees to procure, deliver and assist with acceptance of such items in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the obligations, price, schedule and related terms under which Contractor will procure and deliver the required materials and equipment for the Project.

Scope of Work

Contractor shall perform the procurement services described below and in any attachments incorporated by reference. The Scope of Work includes procurement, inspection, coordination of delivery, and required documentation for materials and equipment necessary for the Project.

Procurement Obligations

Contractor shall procure items that conform to the specifications set forth in the Scope of Work. Contractor shall obtain warranties from suppliers assignable to Client when commercially available, and shall provide copies of purchase orders, supplier warranties, certificates of compliance, and material test reports to Client upon delivery or within the timeframe set forth below.

Lead times for long-lead items: . Contractor shall promptly notify Client of any supplier delays, substitutions, or known defects.

Delivery and Acceptance

Delivery shall be made to the Project site or other designated location at Contractor’s expense unless otherwise agreed in writing. Contractor shall coordinate delivery with the Project schedule and provide advance notice of arrival. Delivery deadline for procured items shall be: .

Upon delivery, Client shall have a period of days to inspect and either accept or reject nonconforming items. Rejected items shall be replaced or remedied by Contractor at Contractor’s cost within a commercially reasonable time.

Payment Terms

Retainage: % of each progress payment shall be retained by Client until final acceptance unless otherwise agreed in writing.

Late Payment Fee: Overdue amounts shall accrue interest at % per month or the maximum lawful rate, whichever is lower, calculated from the invoice due date until paid in full.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until completion of obligations or the End Date: , unless earlier terminated pursuant to this section.

Either party may terminate for convenience upon days written notice. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice of breach, or immediately for insolvency or bankruptcy of the other party.

Confidentiality

Each party shall treat Confidential Information of the other party as private and proprietary and shall not disclose such information except as required to perform under this Agreement or by law. Confidential Information shall include pricing, supplier terms, technical specifications and other non-public information. This obligation shall survive termination for years.

Warranties and Indemnification

Contractor warrants that procured goods will conform to applicable specifications, be free from defects in material and workmanship, and be of merchantable quality for a period of one (1) year from acceptance unless a longer supplier warranty applies. Contractor shall, at its cost, promptly repair or replace nonconforming goods.

Contractor shall indemnify, defend and hold harmless Client and its agents from and against claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of Contractor’s negligence, willful misconduct, breach of this Agreement or breach of third-party supplier obligations in connection with performance under this Agreement.

Insurance and Compliance

Contractor shall maintain at its expense insurance customary for construction procurement, including Commercial General Liability, Workers’ Compensation, and, where applicable, Professional or Product Liability. Required coverages (select applicable):

General Liability    Workers' Compensation    Professional/Product Liability

Change Orders

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration administered in accordance with the rules agreed by the parties. The arbitration award may be entered in any court of competent jurisdiction.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law rules.

Notices

Entire Agreement

This Agreement, together with any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations and agreements. No modification shall be effective unless in writing and signed by both parties.

Sign Now