Miscellaneous Metal Document

Miscellaneous Metal Document

Parties

Recitals

WHEREAS, Supplier is engaged in the provision, processing and/or fabrication of metal materials and related services, and represents that it has the skill, personnel, equipment and licenses necessary to perform the services described herein; and

WHEREAS, Client desires to retain Supplier to supply and/or process metal materials in accordance with the terms and specifications set forth in this agreement effective as of (the "Effective Date"); and

WHEREAS, the parties desire to set forth the terms under which Supplier will provide materials, fabrication, treatment and related services to Client.

Scope of Work

Supplier shall perform the work and deliver the goods described below in accordance with applicable specifications, industry standards and the schedule set forth in this agreement. Specific tasks, deliverables and acceptance criteria are as follows:

Materials and Specifications

Metal type (check all that apply):

Steel    Aluminum    Copper    Other (specify below)

Delivery, Inspection and Acceptance

Delivery Terms: Supplier shall deliver goods to Client at the location and by the dates specified in the Scope of Work. Risk of loss transfers to Client upon delivery, subject to Client's timely inspection and rejection rights.

Payment Terms

Client shall pay Supplier the Total Contract Amount as set forth below. All payments shall be made in lawful currency and without setoff except as expressly provided.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice of such breach.

Confidentiality

Each party shall maintain as confidential all proprietary or nonpublic information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that (a) is or becomes public through no breach by the receiving party, (b) was rightfully in the receiving party's possession prior to disclosure, or (c) is independently developed without use of the disclosing party's Confidential Information. The receiving party shall not disclose Confidential Information except to its employees, contractors or advisors who have a legitimate need to know and who are bound to protect confidentiality no less strictly than under this Agreement. Upon termination, the receiving party shall promptly return or destroy Confidential Information as directed by the disclosing party.

Warranties; Limitation of Liability; Indemnification

Supplier warrants that delivered goods will materially conform to the agreed specifications and will be free from defects in material and workmanship for a period of from acceptance. Supplier's obligation under this warranty is limited to repair or replacement of nonconforming goods at Supplier's option. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable to the other for consequential, incidental, special or punitive damages, except for liability arising from gross negligence, willful misconduct, or indemnification obligations. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the amount actually paid by Client to Supplier under this Agreement during the six (6) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. The parties shall first attempt to resolve any dispute through good faith negotiations. If unresolved within thirty (30) days, the dispute may be submitted to binding arbitration or litigation as selected by the prevailing party, provided that venue shall be the county and state specified below.

Entire Agreement; Assignment

This Agreement, including all exhibits, attachments and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of Supplier's assets, provided the assignee assumes Supplier's obligations.

Notices

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