Tile & Stone Supply Agreement

TILE & STONE SUPPLY AGREEMENT

Agreement Date:   Agreement No.:

Parties

Recitals

WHEREAS, Supplier Name: is a supplier of ceramic, porcelain, marble, granite and other tile and stone products (collectively, "Products"); and

WHEREAS, Buyer Name: desires to purchase Products from Supplier on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, price, delivery, warranty and other terms governing the supply of Products.

Scope of Work

Supplier shall supply and deliver tile and stone Products and related materials, packaging and documentation as described below. The parties acknowledge that quantities, finishes and specific product codes shall be confirmed in Purchase Orders issued by Buyer and accepted by Supplier in writing. Supplier shall perform the supply obligations with commercially reasonable skill and care in accordance with industry standards.

Delivery and Acceptance

Delivery Location:   Delivery Schedule:

Supplier shall package and dispatch Products in accordance with industry practice. Title and risk of loss pass to Buyer upon delivery to the delivery_location specified above unless otherwise agreed in writing. Buyer shall inspect Products within seven (7) business days of receipt and shall notify Supplier in writing of any nonconformity or shortage. Failure to notify within that period constitutes acceptance except for latent defects.

Product Specifications and Warranty

Supplier represents that delivered Products shall materially conform to the specifications set forth in accepted Purchase Orders and shall be free from defects in material and workmanship. Supplier warrants Products for a period of from the date of delivery. Buyer's sole and exclusive remedy for breach of warranty is repair, replacement or credit at Supplier's option. This warranty does not cover damage resulting from improper handling, installation, use, or modifications by Buyer or third parties.

Price and Payment Terms

Total Contract Amount: $

Deposit Amount: $   Payment Due After Invoice: days

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower. Buyer shall also be responsible for reasonable collection costs, including attorney fees.

Term and Termination

Commencement Date:   Termination Date:

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. Either party may terminate for convenience upon days' prior written notice. Termination shall not affect accrued rights or obligations, including payment for delivered Products.

Confidentiality

Each party shall keep confidential and not disclose the other party's Confidential Information disclosed in connection with this Agreement, and shall use such information solely to perform its obligations hereunder. "Confidential Information" excludes information that is publicly available other than by breach of this Agreement, already known by the recipient without obligation of confidentiality, or independently developed by recipient. Confidentiality obligations shall survive for years after termination or expiration.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorney fees) to the extent arising out of its negligent acts, willful misconduct or breach of this Agreement. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that no settlement admitting liability of the indemnified party may be made without the indemnified party's prior written consent.

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 conflict of laws principles. The parties shall first attempt to resolve disputes by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in accordance with the parties' selected arbitration rules, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Assignment

This Agreement, together with any accepted Purchase Orders, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior negotiations, representations and agreements. Neither party may assign its rights or obligations under 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 its assets.

Force Majeure

Neither party shall be liable for delay or failure in performing obligations to the extent caused by events beyond its reasonable control, including acts of God, strikes, pandemics, governmental action, fire, flood, or supplier shortages. The affected party shall notify the other promptly and shall use commercially reasonable efforts to mitigate the effect of the event.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses listed in the Parties section or such other address as a party provides by notice in accordance with this clause. Notices shall be deemed given upon receipt.

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