Networking Equipment Gigabit Switches

Networking Equipment - Gigabit Switches Agreement

This Networking Equipment - Gigabit Switches Agreement ("Agreement") is made effective as of by and between Buyer Name: with address: and Supplier Name: with address: .

WHEREAS

WHEREAS, Buyer desires to purchase and Supplier agrees to sell certain networking equipment consisting principally of gigabit switches, related accessories, and any agreed professional services for delivery, installation, and configuration; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will furnish equipment and services and Buyer will pay for such equipment and services;

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

Scope of Work

Equipment Schedule

The following equipment constitutes the primary deliverables. Buyer and Supplier may attach additional schedule pages by written agreement.

Payment Terms

Buyer shall pay the Total Contract Amount in accordance with the payment schedule below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower). Buyer is responsible for reasonable collection costs, including attorneys' fees, if payment is not made when due.

Delivery, Inspection and Acceptance

Supplier shall deliver equipment to Buyer's location or other agreed destination in accordance with the Delivery and Installation Schedule. Title to equipment transfers to Buyer upon full payment unless otherwise agreed in writing. Risk of loss passes to Buyer upon delivery to Buyer's premises, unless Supplier agrees to install and certify operation, in which case risk passes upon successful acceptance testing.

Warranty

Supplier warrants that the equipment will be free from material defects in materials and workmanship for a period of from the date of acceptance. Supplier shall, at its option, repair or replace defective equipment during the warranty period. This warranty does not apply to damage resulting from misuse, unauthorized modification, or improper installation by Buyer.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was known to the receiving party prior to disclosure as evidenced by written records, or (iii) is rightfully received from a third party without restriction. The receiving party shall use no less than reasonable care to protect the disclosing party's confidential information.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination does not relieve Buyer of payment obligations for conforming goods delivered and accepted prior to termination.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive, or special damages. Each party's aggregate liability for any claim arising out of or in connection with this Agreement shall not exceed the total amount actually paid by Buyer to Supplier under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Force Majeure: Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, strikes, shortages of materials, or governmental actions, provided that the affected party gives prompt notice and takes commercially reasonable steps to mitigate the impact.

Entire Agreement

This Agreement, together with any equipment schedules, statements of work, and written amendments signed by both parties, constitutes the entire agreement between Buyer and Supplier with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral.

Sign Now