Tile Material Supply Agreement

Tile Material Supply Agreement

Parties

Recitals

WHEREAS, Supplier is engaged in the manufacture, supply and sale of tile materials and related accessories and is duly qualified and capable of supplying the tile materials described in this Agreement to Buyer; and

WHEREAS, Buyer desires to purchase and Supplier agrees to sell tile materials for the project identified as pursuant to the terms and conditions set forth herein; and

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

Scope of Work

Supplier shall supply, pack and deliver tile materials in accordance with Buyer specifications, quantities, and delivery schedule described below. Supplier shall ensure materials conform to the technical specifications and samples approved by Buyer prior to shipment.

Pricing and Payment Terms

Contract Price: Buyer shall pay Supplier the aggregate amount set forth below for materials accepted by Buyer, exclusive of applicable taxes and shipping unless otherwise stated.

Payment Schedule: Buyer shall pay a deposit of (or ) due within days of Effective Date. Remaining balance payable as follows: .

Invoice Terms: Supplier shall submit invoices to Buyer upon shipment or delivery as agreed. Unless otherwise agreed in writing, Buyer shall pay invoices within days of receipt of a correct invoice and proof of delivery.

Late Payment: Overdue amounts shall accrue interest at the rate of per month (or the maximum permitted by law), plus collection costs, until paid.

Taxes and Shipping: Unless otherwise specified, Buyer shall be responsible for sales, use, import duties and other taxes imposed on the sale and delivery of the Materials and for shipping and insurance costs. Any such charges will be itemized on invoices.

Inspection, Acceptance and Warranty

Inspection and Acceptance: Buyer shall inspect delivered materials within calendar days of delivery and shall notify Supplier in writing of any non-conforming materials. Failure to timely notify Supplier constitutes acceptance, except for latent defects.

Warranty: Supplier warrants that materials supplied hereunder shall conform to the agreed specifications, be free from defects in materials and workmanship, and be merchantable for a period of from date of delivery. Supplier's sole obligation and Buyer's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of non-conforming materials or refund of the purchase price for such materials. This warranty does not apply to damage caused after delivery by others, improper storage, installation, or misuse.

Term and Termination

Term: This Agreement shall commence on the Effective Date set forth above and shall continue until unless earlier terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach.

Termination for Convenience: Buyer may terminate this Agreement for convenience upon providing Supplier with no less than days' prior written notice. Upon termination for convenience, Buyer shall pay Supplier for materials delivered and reasonable, documented costs incurred by Supplier in production specifically for Buyer's order, less any mitigation.

Confidentiality

Each party acknowledges that during performance it may receive confidential or proprietary information of the other party. The receiving party shall (i) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) use such Confidential Information solely for the performance of this Agreement, and (iii) not disclose such Confidential Information to third parties except as necessary to perform this Agreement or as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, develops independently, or is rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is mandated by applicable law.

Indemnification and Insurance

Indemnification: Supplier shall indemnify, hold harmless and defend Buyer and its officers, directors and agents from and against all liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of this Agreement, negligent acts or omissions, or willful misconduct in supplying the materials.

Insurance: Supplier shall maintain commercial general liability and product liability insurance in commercially reasonable amounts and shall provide certificates of insurance upon request.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state, and the parties hereby submit to the exclusive jurisdiction of those courts.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the Parties section or to such other address as a party designates by notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between them.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its assets.

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