Miscellaneous Marker Order

MISCELLANEOUS MARKER ORDER

Order Parties and Identification

Purchase Order Number:     Order Date:     Required Delivery Date:

WHEREAS

WHEREAS, Vendor: is engaged in the fabrication and supply of commemorative markers, plaques, and related signage; and

WHEREAS, Client: desires to purchase the markers and obtain related services under the terms set forth in this Order; now, therefore, the parties agree as follows.

Scope of Work

Vendor shall fabricate, finish, deliver, and, if applicable, install the markers described in this Order in accordance with the specifications, drawings, and installation instructions provided by the Client and incorporated herein. Vendor shall provide materials, labor, equipment, and supervision necessary for completion.

Itemized Order

Subtotal:     Tax / Other:     Total Amount:

Payment Terms

Client shall pay Vendor the Total Amount in accordance with the schedule set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late Payment: Payments not received by the due date shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs and attorney fees.

Term and Termination

This Order commences on Start Date: and, unless earlier terminated under this Section, will expire on End Date: .

Either party may terminate for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Termination for material breach is permitted if the breaching party fails to cure within thirty (30) days after written notice specifying the breach, unless otherwise agreed in writing.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is publicly known, rightfully received from a third party, independently developed, or required to be disclosed by law. The obligations set forth shall continue for three (3) years following termination or expiration of this Order.

Acceptance & Inspection

Client shall inspect delivered markers within days of delivery and shall provide Vendor with written notice of any nonconformity. If Client fails to provide timely notice, the markers shall be deemed accepted. Vendor shall, at its expense, correct any nonconforming work discovered in a timely notice as set forth herein.

Change Orders

Any changes to the scope, specifications, schedule, or price must be made by written change order signed by both parties. Vendor shall not be required to perform work outside the scope unless authorized by a signed change order, and Vendor may adjust delivery schedules and fees accordingly.

Warranty & Remedies

Vendor warrants that fabricated markers will be free from defects in materials and workmanship for a period of months from acceptance. Vendor's sole obligation under this warranty shall be, at Vendor's option, repair or replacement of defective items or a refund of the purchase price for such items. This warranty does not cover damage due to misuse, improper installation by third parties, acts of God, or normal wear and tear.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against third-party claims arising out of that party's negligence, willful misconduct, or material breach of this Order, subject to applicable law and limitations set forth in this Order.

Shipping; Risk of Loss

Unless otherwise agreed in writing, risk of loss passes to Client upon Vendor's delivery of the markers to the carrier (FOB shipping point). Shipping method: . Shipping address:

Shipping responsibility: Vendor responsible for shipping Client responsible for shipping

Governing Law; Entire Agreement

This Order shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to jurisdiction and venue in the state and federal courts located in that State for disputes arising under this Order.

This Order, together with any referenced attachments, drawings, and signed change orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Miscellaneous Provisions

If any provision of this Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Order without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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