Furniture Dining Room Tops

GENERAL BUSINESS AGREEMENT — FURNITURE DINING ROOM TOPS

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

Supplier Name:

Purchaser Name:

WHEREAS

WHEREAS, Supplier designs, manufactures and supplies custom furniture components, including dining room tops, and has the capability to produce items to Purchaser specifications and quantities;

WHEREAS, Purchaser desires to engage Supplier to produce and deliver dining room tops under the terms set forth in this Agreement, and Supplier is willing to accept such engagement subject to the terms herein;

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

SCOPE OF WORK

Supplier shall manufacture, finish, package and deliver dining room tops in accordance with the specifications, drawings and quality standards agreed between the parties. Supplier shall perform work in a professional manner consistent with industry standards and good workmanship.

DELIVERY, INSPECTION & ACCEPTANCE

Delivery terms: Supplier shall deliver to the destination specified by Purchaser. Risk of loss shall transfer to Purchaser upon delivery to Purchaser's specified carrier unless otherwise agreed in writing. Title to goods shall remain with Supplier until full payment is received.

Purchaser shall inspect delivered goods within days of receipt and shall notify Supplier in writing of any non-conformity. Absent timely notice, goods shall be deemed accepted.

PAYMENT TERMS

Unless otherwise agreed, invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Purchaser shall also be responsible for reasonable collection costs and legal fees resulting from nonpayment.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach. Termination shall not relieve Purchaser of payment obligations for goods properly delivered or for costs reasonably incurred by Supplier prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and not disclose the other's Confidential Information except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. "Confidential Information" includes non-public pricing, specifications, drawings, business plans and trade secrets. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

WARRANTIES, LIMITATION OF LIABILITY & INDEMNIFICATION

Supplier warrants that goods will conform to the agreed specifications and be free from defects in material and workmanship for a period of months from delivery. Purchaser's sole and exclusive remedy for breach of warranty shall be repair, replacement or refund at Supplier's option. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable for incidental, consequential, punitive or special damages except to the extent arising from gross negligence or willful misconduct. Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of its negligent acts or omissions in performing this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 will attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the chosen venue consistent with the parties' agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or 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, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless executed in writing by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: 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. Relationship: The parties are independent contractors and nothing creates a partnership, joint venture or employment relationship. Notices: All notices must be in writing and delivered to the addresses set forth above.

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