Miscellaneous Glass Shelves

MISCELLANEOUS GLASS SHELVES AGREEMENT

Parties and Effective Date

This Agreement is entered into as of Effective Date: between Client Name: and Supplier Name: .

Recitals

WHEREAS, Client desires to procure miscellaneous glass shelving and associated fabrication, finishing, and installation services (the "Work") for the location at Project Location: ; and

WHEREAS, Supplier represents that it is duly qualified, experienced and able to furnish the materials, labor and technical expertise necessary to perform the Work in accordance with the specifications set forth herein; and

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

Scope of Work

Supplier shall supply and, if selected below, install miscellaneous glass shelves conforming to the following minimum specifications: Glass Type: ; Thickness: ; Finish/Edge Detail: .

Installation to be performed by Supplier

Payment Terms

Total Contract Price: $ .

Deposit (if any): $ due upon execution. Balance due within days of invoice unless otherwise agreed.

Late Payment: Amounts unpaid after the due date shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. In addition, Supplier may assess a late fee of $ per delinquent invoice.

Delivery, Title and Risk

Delivery and acceptance terms are FOB Delivery Location: . Title and risk of loss shall pass to Client upon Delivery and written acceptance or 7 days after delivery if no rejection notice is provided.

Term and Termination

Start Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice to the other party. Either party may terminate for material breach if breach is not cured within 15 days after written notice of breach, or immediately if breach cannot reasonably be cured.

Confidentiality

Each party agrees that Confidential Information of the other party shall be held in strict confidence and used solely for performance under this Agreement. "Confidential Information" includes technical specifications, pricing, trade secrets, drawings, measurements and customer information. Confidential Information does not include information that (a) is publicly known through no fault of the receiving party; (b) was known to the receiving party without restriction prior to disclosure; or (c) is lawfully disclosed by a third party without restriction.

The receiving party shall implement reasonable safeguards to protect Confidential Information and shall not disclose it to any third party except to employees, subcontractors or agents who need the information to perform this Agreement and who are bound to confidentiality obligations at least as protective as those herein. Upon termination or request, receiving party shall return or destroy Confidential Information and certify in writing its compliance.

Warranties and Remedies

Supplier warrants that the glass shelves supplied under this Agreement shall be free from defects in materials and workmanship for a period of 1 year from the date of acceptance, unless a different warranty period is specified in writing. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective items or refund of the purchase price for such items. The foregoing warranty is conditioned on proper use, handling and maintenance and does not cover damage from misuse, abuse, alteration, or improper installation by others.

Limitation of Liability

Except for liability resulting from Supplier's gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and Supplier's aggregate liability under this Agreement shall not exceed the total amount paid by Client to Supplier under this Agreement.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration under commercially reasonable arbitration rules, with venue in the county of the governing state unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including any attachments 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 agreements and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign receivables. Severability: If any provision is held invalid, the remainder shall remain in full force. Independent Contractor: Supplier is an independent contractor and not an employee or agent of Client.

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