Miscellaneous Raffia Panels

MISCELLANEOUS RAFFIA PANELS AGREEMENT

This General Business Agreement (the "Agreement") is made and entered into as of by and between Client Name: and Supplier Name: .

WHEREAS

WHEREAS, Client engages in the business of selling décor and related goods and requires the manufacture and delivery of raffia panels for use in Client's products and displays;

WHEREAS, Supplier represents that it has the expertise, facilities, and capacity to manufacture raffia panels in accordance with the specifications set forth in this Agreement and desires to supply such raffia panels to Client on the terms and conditions contained herein;

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

SCOPE OF WORK

Supplier shall manufacture, finish, package and deliver raffia panels in accordance with the specifications, quantities and schedule described below. Supplier shall perform the work in a professional manner consistent with industry standards and shall comply with all applicable laws, regulations and standard safety practices.

DELIVERY AND INSPECTION

Delivery terms: Supplier shall deliver goods FOB Client-designated location unless otherwise agreed in writing. Time is of the essence with respect to delivery dates specified in the delivery schedule.

PAYMENT TERMS

Client shall pay Supplier the Contract Price for the raffia panels in accordance with the schedule set forth below. All amounts are payable in lawful currency and exclude applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate of or a flat late fee of , whichever is greater, calculated from the date payment is due until paid in full. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the completion of Supplier's obligations or the End Date, whichever occurs first.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Client may terminate for Supplier's repeated failure to meet delivery or quality obligations. Supplier may terminate if Client fails to make undisputed payments when due and fails to cure within the notice period.

CONFIDENTIALITY

Each party shall treat as confidential all 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"). Confidential Information shall not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

WARRANTIES; INDEMNIFICATION

Supplier warrants that all raffia panels supplied under this Agreement shall conform to the specifications, be free from defects in material and workmanship for a period of months from delivery, and shall be merchantable and fit for the intended purpose specified herein. Supplier's sole obligation for breach of warranty shall be, at Supplier's option, repair or replacement of nonconforming panels or refund of the purchase price for such panels.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of the indemnifying party's willful misconduct, gross negligence or breach of this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be subject to mediation before resorting to litigation.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment shall be binding unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing below is authorized to bind such party, and that the performance of its obligations will not conflict with any other agreement or legal obligation.

Sign Now