Miscellaneous Custom Balls Template

MISCELLANEOUS CUSTOM BALLS AGREEMENT

This Miscellaneous Custom Balls Agreement (the Agreement) is entered into on between Supplier Name: and Client Name: .

RECITALS

WHEREAS, Supplier is engaged in the manufacture and supply of custom-manufactured balls and related accessories and possesses the technical ability, facilities, and experience necessary to perform the services described herein; and

WHEREAS, Client desires to procure custom balls in accordance with the specifications, quantities and schedule set forth in this Agreement and Supplier is willing to supply such items under the terms and conditions stated below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $

Late Payment Fee: applied to overdue amounts after days.

Taxes and Duties: Unless otherwise agreed, Client shall be responsible for any applicable sales, use, excise, import/export duties and other taxes arising from the sale, shipment, or use of the goods.

DELIVERY, INSPECTION, AND ACCEPTANCE

Delivery Terms: Goods shall be delivered per the Delivery Schedule. Title and risk of loss shall pass as specified in the parties' shipping terms or, absent express terms, upon delivery to carrier at Supplier's facility.

Inspection and Acceptance: Client shall have days after receipt to inspect and either accept or reject goods for nonconformity. Rejected goods shall be returned at Supplier's expense and Supplier shall, at its option, repair or replace nonconforming goods within a commercially reasonable period.

WARRANTIES AND LIMITATIONS

Supplier warrants that goods will materially conform to the specifications set forth in this Agreement and will be free from defects in materials and workmanship for a period of following acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party and 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 shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's confidential information. This obligation shall survive termination of this Agreement for a period of three (3) years.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' written notice to the other party, subject to payment for goods in process and reasonable termination costs.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense as reasonably requested.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or supply chain disruptions. Affected obligations shall be suspended for the duration of the force majeure event, subject to prompt notice and commercially reasonable efforts to mitigate the effect.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt to resolve disputes by good faith negotiation, and if unresolved, submit the dispute to binding arbitration in accordance with commercially reasonable arbitration rules selected by the parties.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by a party.

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