Tile Specifications Document

Tile Specifications Document

Parties and Recitals

THIS TILE SPECIFICATIONS DOCUMENT (the Agreement) is made effective as of by and between Supplier Name: and Client Name: .

WHEREAS, Supplier is engaged in the manufacture, supply and quality assurance of ceramic, porcelain, and natural stone tiles meeting project requirements; and

WHEREAS, Client requires supply, delivery and optional installation direction for tiles described herein for the Project identified as: located at:

WHEREAS, the parties desire to set forth the specifications, performance standards, delivery schedule, payment terms and other material terms applicable to the tiles supplied under this Agreement.

Supplier and Client Contact Information

Scope of Work and Technical Specifications

Supplier shall supply tiles in accordance with the following specifications. Supplier warrants that tiles delivered conform to the performance criteria and samples approved in writing by Client.

Tile Item 1 — General Specification

Additional Tile Items

Delivery, Packaging and Acceptance

Payment Terms

Client shall pay Supplier in accordance with the following terms. All amounts are stated in the currency agreed by parties.

All payments are due net as specified in schedule above. Client's failure to pay when due constitutes material breach and entitles Supplier to suspend further deliveries after written notice and applicable cure period.

Term and Termination

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

Either party may terminate for convenience upon written notice not less than prior to the intended termination date. Either party may terminate for material breach if such breach is not cured within after receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that technical data, samples, pricing, formulas, and other proprietary information exchanged under this Agreement are Confidential Information. Recipient shall not disclose Confidential Information to third parties and shall use at least the same degree of care as it uses to protect its own confidential materials, but no less than reasonable care. Confidential Information does not include information that is publicly available through no breach by Recipient or is rightfully received from a third party without restriction.

Warranties and Remedies

Supplier warrants that tiles supplied under this Agreement shall be free from manufacturing defects and conform to the specifications set forth herein for a period of from date of delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming tiles or refund of the purchase price for such tiles. The foregoing warranty is voided by improper storage, handling, or installation not in accordance with Supplier's published instructions.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties agree to negotiate in good faith to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise required by law.

Entire Agreement; Amendments

This Agreement, together with approved samples and any purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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