Furniture Benches

GENERAL BUSINESS AGREEMENT — FURNITURE BENCHES

Parties and Effective Date

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, Supplier is engaged in the manufacture, supply and sale of furniture, including benches and related components; and

WHEREAS, Client desires to purchase from Supplier, and Supplier agrees to supply to Client, the furniture benches described in this Agreement subject to the terms and conditions herein; and

WHEREAS, the parties intend to set forth their respective responsibilities, delivery, payment terms and confidentiality obligations with respect to the purchase and supply of furniture benches.

Scope of Work

Supplier shall manufacture, provide and deliver furniture benches in accordance with the specifications, quantities, and delivery schedule set forth below and in Appendix A incorporated into this Agreement. Supplier shall perform the work with commercially reasonable skill and care and in accordance with industry standards.

Order and Itemization

The parties agree the initial order shall be itemized as follows. Additional orders shall be subject to separate purchase orders governed by this Agreement.

Payment Terms

Client shall pay Supplier the Total Contract Price in accordance with the following payment schedule. All amounts are stated in United States Dollars unless otherwise agreed in writing.

Invoices are due and payable Net days from invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs and attorney fees for overdue amounts.

Delivery, Inspection and Acceptance

Supplier shall deliver goods FOB on or before Delivery Date: .

Client shall inspect delivered goods within Inspection Period: days. Acceptance shall occur upon final written acceptance or lapse of the inspection period without notice of rejection. Rejected goods shall be replaced or repaired at Supplier's expense in accordance with the Warranty section below.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within Cure Period: days after written notice. Either party may terminate for convenience upon providing Notice Period: days' prior written notice. Termination shall not relieve Client of its obligation to pay for goods delivered and accepted prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes pricing, designs, specifications, drawings, tooling, and customer lists.

Receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, affiliates or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) was lawfully in receiving party's possession prior to disclosure, or (c) is independently developed without use of the other's Confidential Information.

Warranties and Remedies

Supplier warrants that for Warranty Period: months from acceptance, goods shall conform to agreed specifications and be free from defects in materials and workmanship. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective goods or refund of the purchase price for such goods. This warranty does not cover damage caused by misuse, alteration, improper installation, or normal wear and tear.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's willful misconduct or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total amounts paid by Client to Supplier under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for incidental, consequential, special, punitive or lost profit damages.

Governing Law and 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 first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where the Supplier's principal place of business is located, administered under commercially reasonable arbitration rules.

Entire Agreement; Amendments

This Agreement, including all schedules and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or in connection with a sale of substantially all assets or change of control.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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