Miscellaneous Tub Order Form

MISCELLANEOUS TUB ORDER FORM AND PURCHASE AGREEMENT

Recitals

WHEREAS, Purchaser desires to purchase and acquire one or more miscellaneous tubs and related services as described in this Order Form and Purchase Agreement (the Agreement); and

WHEREAS, Supplier represents that it is engaged in the business of manufacturing, supplying and delivering bath tubs and related installation or delivery services and has the capacity and authority to fulfill Purchaser's order under the terms set forth below;

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

Parties and Contact Information

Order Reference

Product Specifications and Quantities

Purchaser orders the following items. Supplier shall supply products conforming to the specifications stated below and any attachments incorporated by reference.

Scope of Work

Supplier shall manufacture, package, and deliver the specified tubs and, where selected in this form, perform the delivery or installation services described. Final scope includes the items and services expressly listed in this Order Form and any attachments that the parties sign and incorporate herein.

Payment Terms

The following payment terms apply to the Purchase Price. All amounts are stated in U.S. dollars unless otherwise agreed in writing. Purchaser's payment obligations are independent of Supplier's warranties or obligations except as expressly provided in this Agreement.

Unless otherwise agreed in writing, payments are due net thirty (30) days from invoice date. Purchaser shall be responsible for reasonable collection costs and interest as specified above for any overdue amounts.

Delivery, Acceptance, and Risk of Loss

Delivery terms are as stated in Shipping Method or otherwise agreed in writing. Unless otherwise provided, risk of loss and title transfer to Purchaser upon delivery to the delivery location specified on this form or upon acceptance testing, if any. Purchaser shall inspect delivered goods promptly and must notify Supplier in writing of any nonconformity within five (5) business days of receipt to preserve warranty and rejection rights.

Term and Termination

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 after receiving written notice. Termination shall not relieve Purchaser of obligation to pay for goods delivered or services performed prior to termination, except as otherwise expressly provided.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that a reasonable business person would consider confidential ("Confidential Information") and shall not disclose such information to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive for three (3) years following termination of this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Purchaser and Supplier acknowledge and agree to the confidentiality obligations set forth above.

Limitation of Liability and Warranties

Supplier warrants that supplied goods shall conform to the specifications and be free from material defects in materials and workmanship for a period specified in Supplier's standard warranty (or thirty (30) days if no standard warranty applies). Supplier's sole and exclusive remedies for breach of warranty are repair, replacement or refund at Supplier's election. Except as expressly set forth, Supplier disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state selected below, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement and Amendments

This Agreement, including the Order Form and any documents incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior proposals, negotiations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgements and Certifications

Purchaser certifies that the information provided on this Order Form is accurate and that Purchaser has authority to bind the purchaser entity to this Agreement. Purchaser understands that deposit payments may be non-refundable as set forth in payment terms and that any changes to the order may result in price adjustments or schedule changes by Supplier.

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