Electrical Wallplates Template

Electrical Wallplates Template

Parties and Effective Date

This General Business Agreement for the supply and, if applicable, installation of electrical wallplates (the Agreement) is entered into on by and between Supplier Name: with principal address at , and Client Name: with principal address at .

Recitals (WHEREAS)

WHEREAS, Supplier manufactures, supplies, and may perform installation of electrical wallplates and related accessories in accordance with industry standards and applicable electrical codes; and

WHEREAS, Client desires to purchase from Supplier certain wallplates described in Schedule A attached hereto and incorporated by reference, and Supplier is willing to supply such wallplates under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement define the scope of work, payment terms, delivery, acceptance, warranties, and other obligations of the parties with respect to the wallplates.

Scope of Work

Supplier shall supply the wallplates, accessories, and related materials as specified in Schedule A — Wallplate Specifications. If installation services are specified, Supplier shall perform installation in a professional manner in conformity with prevailing industry standards and applicable electrical codes. Work to be performed at Location:

Schedule A — Wallplate Specifications

Line Item 1

Line Item 2

Additional line items may be added by mutual written amendment and shall be incorporated into Schedule A.

Payment Terms

Contract Price (aggregate): $

Late Payment: Payments not received within days of the due date shall accrue interest at the lesser of or the maximum permitted by law. In addition, a late fee of $ may be charged to cover administrative costs.

Delivery, Inspection, and Acceptance

Estimated Delivery Date: . Title and risk of loss shall pass to Client upon delivery to Client's designated delivery point unless otherwise agreed in writing.

Inspection Period: Client shall inspect delivered wallplates within days and shall promptly provide written notice of any nonconforming goods. Failure to give timely notice shall constitute acceptance except for latent defects.

Term and Termination

Term Commencement Date: . Termination Date (if any): .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within a commercially reasonable cure period not to exceed days after written notice of breach.

Confidentiality

Each party shall hold in strict confidence all non-public business, technical and financial information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (i) publicly available other than by breach of this Agreement, (ii) independently developed without use of the disclosing party's Confidential Information, or (iii) rightfully obtained from a third party without restriction.

The receiving party shall not disclose Confidential Information except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for years.

Warranties; Compliance; Indemnification

Supplier warrants that delivered wallplates will be free from defects in material and workmanship for a period of months from date of delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective items or refund of the purchase price for such items.

Supplier represents that the wallplates will conform to the specifications in Schedule A and will comply with applicable federal, state and local electrical codes and standards. Client acknowledges that final compliance for installation and field wiring is the responsibility of the licensed electrical contractor and the owner.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement, subject to applicable limitations of liability agreed by the parties.

UL Listed IP Rating specified in Schedule A RoHS compliant

Governing Law; Dispute Resolution; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes by negotiation, and if unresolved, to submit disputes to mediation prior to instituting litigation.

Entire Agreement: This Agreement, including Schedule A and any written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, representations, and understandings relating to its subject matter.

Miscellaneous Provisions

Force Majeure: Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the impact.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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