Miscellaneous Standard Doors Template

MISCELLANEOUS STANDARD DOORS TEMPLATE

This General Business Agreement is entered into by and between Client Name: and Supplier Name: .

RECITALS

WHEREAS, Supplier is engaged in the manufacture, supply and installation of standard doors, door hardware and associated services; and

WHEREAS, Client desires to retain Supplier to supply and, if applicable, install the standard doors described in this Agreement pursuant to the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment terms, schedules and other obligations in writing to avoid future disputes.

SCOPE OF WORK

Supplier shall provide the goods and services described below (collectively, the "Work"). Supplier will furnish materials, labor, equipment and supervision necessary to complete the Work in a professional and workmanlike manner consistent with industry standards.

DOOR SPECIFICATIONS & PRICING

The parties agree the following itemized schedule describes the Standard Doors to be supplied. Line items below form part of the Agreement price.

PAYMENT TERMS

Client shall pay Supplier the Total Contract Price in accordance with the schedule below. All amounts are in U.S. dollars unless otherwise stated. Supplier will invoice Client in accordance with the schedule and Client shall pay invoices in full without setoff or deduction.

Late Payment: Invoices not paid within days of the invoice date shall bear interest at the lesser of (a) % per month on the overdue amount or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs incurred by Supplier.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days following written notice specifying the breach. Either party may terminate for convenience upon providing days' prior written notice. Termination shall not relieve Client of payment obligations for Work performed or materials ordered prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence any non-public information disclosed by the other party (the "Disclosing Party") that is designated 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 excludes information that is (a) publicly known at the time of disclosure, (b) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (c) required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates to seek protective measures.

The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for years.

WARRANTIES AND LIMITATIONS

Supplier warrants that materials supplied under this Agreement will conform to the agreed specifications and be free from material defects in workmanship and materials for a period of months from completion. Supplier's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of the defective materials or parts. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and the itemized pricing herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its business or assets related to this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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