Miscellaneous Casegoods Template

MISCELLANEOUS CASEGOODS AGREEMENT

Effective Date:

RECITALS

WHEREAS, Vendor is engaged in the fabrication, finishing, delivery and installation of casegoods, millwork and related furniture components in accordance with contract documents, specifications and industry standards; and

WHEREAS, Client desires to retain Vendor to supply and, if applicable, install casegoods described herein, and Vendor agrees to furnish such goods and services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the specifications, drawings and schedules attached to or referenced in this Agreement shall govern the scope, quality and timing of Vendor's work.

SCOPE OF WORK

Vendor shall furnish all labor, materials, equipment and supervision necessary to manufacture, finish, deliver and, if specified, install the casegoods described below and in the attached specifications and drawings. All work shall conform to the referenced specifications and applicable building codes and standards.

PAYMENT TERMS

Contract Price (exclusive of applicable taxes): $

Payment Schedule:

Final Payment Due on Completion and Acceptance: $

Late Payment: Any undisputed amount not paid within days of the due date shall accrue interest at or the maximum rate permitted by law, whichever is less.

DELIVERY, ACCEPTANCE AND WARRANTY

Delivery and installation dates are estimates and subject to timely receipt of Client approvals and materials. Vendor shall notify Client of any changes to the delivery schedule within a reasonable time. Client shall inspect delivered goods within days and provide written notice of any defects. Failure to provide timely notice shall constitute acceptance.

Warranty: Vendor warrants that goods are free from defects in materials and workmanship for a period of from the date of final acceptance. This warranty excludes damage from misuse, alteration, normal wear and tear, or exposure to environmental conditions inconsistent with specified materials.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Scope of Work and final payment unless earlier terminated as provided herein. Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice; in such event Client shall pay Vendor for work performed, materials ordered, and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any Confidential Information disclosed by the other party, except as required by law or with prior written consent. "Confidential Information" includes pricing, technical specifications, shop drawings, non-public business terms and project schedules. Confidentiality obligations shall survive termination for a period of following termination.

INDEMNITY AND LIMITATION OF LIABILITY

Vendor shall indemnify and hold Client harmless from claims arising from Vendor's negligence or willful misconduct in performing the Work. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for consequential, special or punitive damages. The parties' aggregate liability for direct damages shall not exceed the total Contract Price.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any documents expressly incorporated by reference (specifications, drawings, purchase orders accepted in writing), constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No modification shall be effective unless in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a party designates by notice). Notices shall be deemed delivered when received by certified mail, courier, or email with confirmation of receipt.

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