Materials Supply Description

Materials Supply Description

This Materials Supply Description and Supply Agreement (the "Agreement") is entered into as of the Effective Date and is by and between:

Client Name:

Supplier Name:

RECITALS

WHEREAS, Client requires certain materials for its operations and desires to procure such materials from Supplier in accordance with the terms and specifications set forth in this Agreement;

WHEREAS, Supplier represents that it is engaged in the business of supplying the materials described below and has the capacity, expertise and authority to supply such materials in conformity with the specifications, delivery schedule and commercial terms agreed herein;

WHEREAS, the parties intend for this Agreement to set forth the mutual rights and obligations governing the supply, delivery, inspection and payment for the materials.

SCOPE OF WORK

Supplier shall supply, package and deliver the materials described in the Materials Description section below in accordance with the specifications, quantities and delivery schedule set forth herein. Supplier shall perform all supply-related services and coordination reasonably necessary to effect timely delivery to the agreed delivery locations.

MATERIALS DESCRIPTION

The following table sets forth the initial line items, quantities, unit prices and expected delivery dates. Totals and additional line items are accounted for in the Additional Items field below.

INSPECTION, ACCEPTANCE AND TITLE

Supplier shall deliver materials in accordance with the agreed specifications and in packages suitable for transit. Client shall inspect all delivered materials within calendar days of receipt. Unless Client provides written notice of rejection within the inspection period, materials shall be deemed accepted. Title and risk of loss shall pass to Client upon delivery to the agreed delivery location, except where otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Supplier for supplied materials in accordance with the schedule and amounts set forth below. All payments are due in United States dollars unless otherwise stated.

Late payments shall accrue interest at the rate of on overdue amounts, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Supplier may withhold further deliveries where amounts are overdue after written notice and expiration of any cure period provided herein.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for accepted materials or Supplier of obligations that by their nature survive termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public business, technical and financial information disclosed by the other party and marked or identified as confidential or that reasonably should be understood to be confidential. Confidential information shall not be disclosed except to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The confidentiality obligations shall survive for a period of months following termination or expiration of this Agreement, except as limited by applicable law.

WARRANTIES; INDEMNITY; TAXES

Supplier warrants that supplied materials will, for a period of months from acceptance, be free from defects in material and workmanship and will conform to the agreed specifications. Supplier's sole obligation for breach of the warranty will be, at Supplier's option, repair, replacement or refund of the purchase price for the non-conforming materials. Unless otherwise expressly provided, Supplier makes no other warranty, express or implied.

Each party shall indemnify and hold harmless the other party from third-party claims arising from its negligence, willful misconduct or breach of this Agreement, subject to the indemnifying party's right to defend such claims.

Unless otherwise stated, prices exclude taxes, duties and governmental charges; Client shall be responsible for taxes and duties arising from the purchase of materials, except for taxes based on Supplier's net income.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations caused by events beyond its reasonable control, including acts of God, governmental action, labor disputes, shortages of materials, or transportation failures. The affected party shall notify the other party promptly and take reasonable measures to resume performance.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions 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 merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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