Home Rubber Product Template

HOME RUBBER PRODUCT TEMPLATE

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

WHEREAS

WHEREAS, Supplier is engaged in the manufacture, finishing and supply of rubber-based products for household and residential use and possesses the facilities and expertise necessary to produce such goods under the terms set forth herein;

WHEREAS, Buyer desires to purchase, and Supplier desires to supply, the rubber products described in this Agreement in accordance with the specifications, quality standards and delivery schedule agreed by the parties; and

WHEREAS, the parties wish to establish the terms and conditions which will govern the manufacture, delivery, inspection, payment and confidentiality applicable to the Home Rubber Products supplied hereunder.

SCOPE OF WORK

Supplier shall manufacture and deliver rubber products in accordance with the specifications, quantities and delivery schedule set forth in this Agreement. Specific product items, dimensions, materials, and finishes shall conform to the description below and to any samples approved in writing by Buyer.

PAYMENT TERMS

Buyer shall pay Supplier the total contract price set forth below in U.S. dollars in accordance with the schedule below. Invoices shall be rendered by Supplier and are due as provided herein.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until 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 such breach within the notice period set forth above. Termination for convenience is permitted upon providing the notice required above; Buyer remains responsible for payment for all conforming goods completed prior to the effective date of termination.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any non-public technical, commercial or business information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

WARRANTY; QUALITY AND COMPLIANCE

Supplier warrants that products delivered under this Agreement shall conform to the agreed specifications, be free from material defects in materials and workmanship, and will be of merchantable quality for the warranty period set forth below. This warranty shall be Buyer's exclusive remedy except as otherwise expressly provided in this Agreement.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The total aggregate liability of each party under this Agreement shall not exceed the total amounts paid or payable by Buyer under this Agreement for the relevant products.

Supplier shall indemnify and hold Buyer harmless from claims arising from Supplier's breach of representations, warranties or willful misconduct. Buyer shall indemnify Supplier for claims arising from Buyer's misuse or modification of products not authorized in writing by Supplier.

INTELLECTUAL PROPERTY AND TOOLING

Unless otherwise agreed in writing, designs, tooling and intellectual property provided by Buyer remain Buyer property; tooling paid for by Buyer shall be identified in writing and may be retained by Supplier only under terms agreed by the parties. Supplier grants Buyer a non-exclusive right to use product designs delivered under this Agreement for the purpose of resale of the purchased goods.

CHANGE ORDERS

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without regard to choice of law rules that would apply the laws of another jurisdiction.

This Agreement, together with any attachments, purchase orders and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be sent to the addresses set forth above unless a party designates a different address in writing. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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