Supply Agreement for Sump Pump

SUPPLY AGREEMENT FOR SUMP PUMP

This Supply Agreement (the Agreement) is entered into as of Effective Date: by and between Supplier Name: with principal place of business at , and Purchaser Name: with principal place of business at .

WHEREAS

WHEREAS, Supplier manufactures and supplies mechanical and electrical sump pump assemblies, and represents that it has the capacity, expertise and necessary approvals to supply the specified equipment in accordance with commercially reasonable industry standards; and

WHEREAS, Purchaser desires to purchase from Supplier, and Supplier agrees to supply, the sump pump equipment and related materials described in this Agreement and in the Scope of Work below, subject to the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement set forth the complete understanding regarding supply, delivery, inspection and payment for the sump pump(s) identified herein.

SCOPE OF WORK

PAYMENT TERMS

Purchaser shall pay Supplier for the goods and services a total contract price of .

All undisputed amounts are due within days of invoice. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), plus reasonable collection and legal costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and terminates on End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for insolvency, bankruptcy, or assignment for the benefit of creditors upon written notice.

DELIVERY, TITLE AND ACCEPTANCE

Delivery shall be FCA (or alternate agreed Incoterm) to the Delivery Location. Title and risk of loss shall pass to Purchaser upon Supplier's delivery to the carrier unless otherwise agreed in writing.

Purchaser shall inspect delivered goods within days and shall notify Supplier in writing of any nonconformity or defects. Failure to timely provide such notice constitutes acceptance.

WARRANTIES; LIMITATION OF LIABILITY

Supplier warrants that for a period of months from date of delivery the goods shall be free from defects in materials and workmanship. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective parts or refund of the purchase price for the defective unit, provided Purchaser promptly notifies Supplier and returns the defective item as directed.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY PURCHASER TO SUPPLIER UNDER THIS AGREEMENT WITH RESPECT TO THE SPECIFIC TRANSACTION GIVING RISE TO LIABILITY.

CONFIDENTIALITY

Each party agrees that Confidential Information of the other party, including but not limited to technical specifications, pricing, designs and business terms, shall be kept confidential and used solely for performance of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) is lawfully received from a third party without obligation of confidentiality; or (c) is independently developed without use of the other party's Confidential Information.

I acknowledge and agree to the confidentiality obligations set forth above.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligent acts or omissions, willful misconduct, or breach of this Agreement, subject to the indemnified party's prompt notification and reasonable cooperation in the defense of any such claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless the parties mutually elect litigation for injunctive relief.

ENTIRE AGREEMENT

This Agreement, including all attachments, purchase orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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