Miscellaneous Door Parts Template

Miscellaneous Door Parts Template

This Agreement is entered into as of Effective Date: , by and between Seller Name: and Buyer Name: .

WHEREAS

WHEREAS, Seller manufactures, supplies and maintains various door hardware and miscellaneous door parts and Buyer desires to purchase certain parts for installation, repair and inventory purposes; and

WHEREAS, the parties desire to set forth the terms and conditions under which Seller will sell and Buyer will purchase miscellaneous door parts as detailed in the Parts Schedule below; and

WHEREAS, the parties intend that this Agreement will govern the sale, delivery, inspection, and payment for the parts specified herein.

1. Scope of Work

Seller shall supply the miscellaneous door parts and related services described in the Parts Schedule and perform related coordination, packaging and standard labeling. Specific installation services, modifications, or custom fabrication, if requested, must be separately agreed in writing.

2. Parts Schedule

The following Parts Schedule sets forth itemized parts to be supplied under this Agreement. Unit prices are exclusive of taxes, duties and shipping unless otherwise stated.

3. Payment Terms

Buyer agrees to pay the Total Amount Due in accordance with the schedule below. All payments are due in USD unless otherwise agreed in writing.

Late payments shall incur a late fee of % per month on the outstanding balance, calculated monthly and compounded, together with any collection costs and reasonable attorneys' fees incurred by Seller to collect overdue sums.

4. Delivery, Inspection and Acceptance

Seller will ship Parts to Buyer at the address specified by Buyer. Title transfers to Buyer upon Seller's delivery to the carrier unless otherwise agreed in writing. Buyer shall inspect delivered Parts within days and notify Seller in writing of any nonconformity or shortage. Failure to timely notify constitutes acceptance.

5. Term and Termination

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

6. Confidentiality

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes pricing, part specifications, drawings, customer lists and business processes. Each party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except to its personnel and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information only for the purposes of performing this Agreement.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they qualify as trade secrets.

7. Warranties; Limitation of Liability

Seller warrants that parts supplied under this Agreement will be free from defects in material and workmanship for a period of months from delivery. Buyer's sole and exclusive remedy for breach of this warranty shall be repair or replacement of defective parts, at Seller's option, or refund of the purchase price for such parts. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT FOR THE PARTS GIVING RISE TO THE CLAIM.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence or willful misconduct in performance of its obligations under this Agreement.

9. Governing Law

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

10. Entire Agreement

This Agreement, including the Parts Schedule and any written change orders signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings and agreements, written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous Provisions

Notices under this Agreement must be in writing and delivered to the addresses below. 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. If any provision is held invalid, the remainder will continue in full force and effect.

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