Fabrication Accessories Order Form

Fabrication Accessories Order Form

This Fabrication Accessories Order Form (the Agreement) is entered into by and between:

WHEREAS

WHEREAS, Supplier Name: , is engaged in the manufacture and distribution of fabrication accessories and related components; and

WHEREAS, Purchaser Name: , desires to purchase certain fabrication accessories under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Order Details

The Purchaser hereby orders the following fabrication accessories (each an Item and collectively the Items). Quantities, unit prices and line totals are the Purchaser's representations and form part of this Agreement.

Scope of Work

Payment Terms

Purchaser shall pay Supplier the Total Amount Due in accordance with the schedule set forth below. All payments shall be in United States Dollars unless otherwise agreed in writing.

Purchaser shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Supplier to collect any overdue amount.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided below, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Notice Period (days): days after written notice specifying the breach. Termination does not relieve Purchaser of payment obligations accrued prior to termination.

Delivery and Inspection

Supplier will ship Items to the Shipping Address specified above FOB Supplier's facility unless otherwise agreed in writing. Purchaser shall inspect Items upon receipt and shall notify Supplier in writing of any nonconformity within 10 days of delivery. Failure to notify within that period constitutes acceptance of the Items.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose any proprietary or confidential information of the other party (the Disclosing Party) obtained in connection with this Agreement, except as necessary to perform its obligations or as required by law. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement, independently developed by the Receiving Party without reference to the Disclosing Party's information, or rightfully received from a third party without restriction.

The confidentiality obligations shall continue for Confidentiality Duration (years): years following the termination or expiration of this Agreement.

Warranty and Limitation of Liability

Supplier warrants that at the time of delivery the Items shall conform to the specifications listed in the Scope of Work. Supplier's sole obligation and Purchaser's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of the nonconforming Items or refund of the purchase price for such Items. Except for the foregoing express warranty, Supplier disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SUPPLIER UNDER THE APPLICABLE ORDER.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including the Order Details, Scope of Work and Payment Terms, 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 modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Acceptance

By signing below, the undersigned represent and warrant that they are authorized to bind their respective parties to this Agreement and that the information contained in this Order Form is complete and accurate.

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