Home Decor Area Rugs

HOME DECOR AREA RUGS AGREEMENT

This General Business Agreement for the purchase and sale of home decor area rugs (the Agreement) is entered into as of Effective Date: by and between Seller Name: with principal place of business at and Buyer Name: with principal place of business at .

WHEREAS

WHEREAS, Seller is engaged in the manufacture, sourcing and sale of decorative area rugs, including but not limited to hand-tufted, woven, and printed rugs suitable for residential and commercial interior design;

WHEREAS, Buyer desires to purchase, and Seller agrees to supply, a specified assortment of home decor area rugs pursuant to the specifications, quantities, pricing and delivery terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to purchase, delivery, acceptance, warranties, confidentiality and related matters.

SCOPE OF WORK

Seller shall furnish and deliver the rugs described above conforming to the stated materials, dimensions, pile height, backing and finish specifications, in quantities and styles as set forth in individual Purchase Orders issued under this Agreement. Purchase Orders shall reference this Agreement and specify itemized SKU, color, size, quantity, unit price, packaging and requested delivery date.

DELIVERY, INSPECTION, AND ACCEPTANCE

Delivery Location:

Risk of loss shall pass to Buyer upon receipt and unloading at the Delivery Location. Buyer shall inspect delivered goods within Inspection Period (in calendar days): and shall notify Seller in writing of any nonconformity or shortage. Failure to timely notify Seller constitutes acceptance except for latent defects discovered thereafter.

PAYMENT TERMS

Unless otherwise stated in a Purchase Order executed under this Agreement, invoices are payable in full within Invoice Due Days: days from invoice date. Approved disputes shall not delay payment of undisputed amounts.

Late Payment Fee: Overdue amounts shall accrue interest at Late Fee Rate: or the maximum lawful rate if lower. Buyer shall also pay reasonable collection costs and attorneys' fees incurred by Seller to collect overdue amounts.

WARRANTY; RETURNS

Seller warrants that the rugs delivered under this Agreement will conform to the agreed specifications and be free from material defects in workmanship and materials for Warranty Period (months): from date of delivery. Buyer's exclusive remedies for breach of this warranty shall be, at Seller's option, repair, replacement or refund of the purchase price for the nonconforming items, provided Buyer gives written notice during the warranty period and returns the affected goods in accordance with Seller's return authorization procedures.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Cure Period (days): after receipt of written notice. Either party may terminate without cause upon Notice Period (days): days' prior written notice. Termination shall not relieve Buyer of payment obligations for goods delivered prior to the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall treat as confidential all non-public, proprietary information received from the other party (Discloser) in connection with this Agreement. Confidential Information shall not include information that: (a) is or becomes generally known through no fault of Recipient; (b) is lawfully received from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser's Confidential Information. The Recipient shall use Confidential Information solely for performance under this Agreement and shall not disclose such information to third parties except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Duration (years): following the later of disclosure or termination of this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amount paid by Buyer to Seller under the applicable Purchase Order giving rise to the claim.

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-law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating legal proceedings. Venue for any litigation shall be the state or federal courts located in the county in which Seller's principal place of business is located, and each party hereby consents to personal jurisdiction and venue in such courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any executed Purchase Orders incorporated herein by reference, 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, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ASSIGNMENT; NOTICES

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, sale of substantially all assets or similar transaction. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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