Furniture Provision Agreement

Furniture Provision Agreement

This Furniture Provision Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, delivering and, where applicable, installing commercial and residential furniture and related furnishings; and

WHEREAS, Client desires to procure the furniture described in this Agreement for Client's premises under the terms and conditions set forth herein; and

WHEREAS, Provider has represented that it has the skill, personnel and resources to furnish the goods and services described in the Scope of Work and the parties wish to set forth their rights and obligations in writing.

SCOPE OF WORK

Provider shall furnish, deliver and, if agreed, install the furniture and related furnishings described below in accordance with the terms of this Agreement. Provider shall perform all services in a professional and workmanlike manner consistent with industry standards.

DELIVERY AND INSTALLATION

Delivery Location:

Estimated Delivery Date: Installation to be completed by: , unless otherwise agreed in writing.

Provider is responsible for proper packing, transportation, and on-site installation as specified in the Scope of Work. Client shall provide reasonable access, electricity and workspace. Any delays caused by Client shall entitle Provider to an equitable extension of time and reimbursement for any increased costs.

PAYMENT TERMS

Client shall pay Provider the Total Contract Price in accordance with the schedule below. All monetary amounts are in U.S. dollars unless otherwise agreed.

Balance Due: The remaining balance shall be due within days after completion of delivery and installation and acceptance by Client. Acceptance shall not be unreasonably withheld.

Late payments shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by law if lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

ACCEPTANCE; INSPECTION

Upon delivery and installation, Client shall inspect the furniture within calendar days. If Client fails to notify Provider in writing of nonconformities within the inspection period, the furniture shall be deemed accepted. If nonconformities are timely reported, Provider shall, at its option, repair or replace nonconforming items at Provider's expense.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall be without prejudice to any accrued rights or liabilities of either party.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information.

WARRANTIES; TITLE; RISK OF LOSS

Provider warrants that at the time of delivery the furniture will be free from material defects in workmanship and materials for the period stated in any separate written warranty provided with the goods. No other express warranties are made unless set forth in writing. Provider disclaims all implied warranties, including merchantability and fitness for a particular purpose, to the extent permitted by law.

Title to the furniture shall pass to Client upon receipt by Provider of payment in full. Risk of loss shall pass to Client upon delivery at the agreed delivery location, except to the extent Provider retains responsibility for installation and agrees in writing to bear risk during installation.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct. The Indemnified Party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

INSURANCE

Provider shall maintain commercial general liability insurance and, if applicable, workers' compensation insurance with limits sufficient to cover Provider's obligations under this Agreement. Upon request, Provider shall provide certificates of insurance evidencing coverage.

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.

ENTIRE AGREEMENT

This Agreement, together with any attachments or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the party's address set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

The parties acknowledge that they have read and understand this Agreement, that each party has the authority to enter into this Agreement, and that this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

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