Vinyl Product Document

VINYL PRODUCT DOCUMENT

This Vinyl Product Agreement (the Agreement) is entered into as of Effective Date: by and between Manufacturer Name: and Buyer Name: .

RECITALS

WHEREAS, Manufacturer is engaged in the design, manufacture and supply of vinyl products, including but not limited to vinyl flooring, vinyl packaging, and related components, and possesses the technical capacity to produce the products detailed in this Agreement; and

WHEREAS, Buyer desires to purchase certain vinyl products from Manufacturer under the terms and conditions set forth in this Agreement, and Manufacturer is willing to manufacture and supply such products on the terms set forth herein.

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

SCOPE OF WORK

PRODUCT SPECIFICATIONS

DELIVERY AND INSPECTION

Inspection Period After Arrival: days. Buyer shall notify Manufacturer in writing of any non-conformity within the inspection period. Absent timely notice, goods shall be deemed accepted.

PAYMENT TERMS

Deposit Amount (due on execution): . Remaining balance shall be paid according to the payment schedule below.

Late Payment Fee: If any undisputed amount is not paid within days after invoice, interest will accrue at % per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Commencement Date: . Termination Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Either party may terminate for convenience upon days prior written notice, subject to payment for goods and services performed to the date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential information of the other party. Confidential Information shall mean non-public business, technical, commercial and financial information disclosed in any form. The receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, agents or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidentiality obligations shall continue for three (3) years after termination or expiration of this Agreement unless a longer period is required by applicable law.

WARRANTY; LIMITATION OF LIABILITY

Manufacturer warrants that goods supplied under this Agreement shall conform to the agreed specifications and be free from material defects in materials and workmanship for a period of months from delivery. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, MANUFACTURER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE PARTIES' AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

INTELLECTUAL PROPERTY

All intellectual property rights in tooling, molds, drawings and manufacturing processes owned or developed by Manufacturer prior to or independently of this Agreement remain the sole property of Manufacturer. Buyer represents that any art, trademarks or design files provided are either owned by Buyer or that Buyer has the express right to use them. Buyer grants Manufacturer a non-exclusive, royalty-free license to use Buyer-supplied artwork, marks and instructions solely to perform this Agreement.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and costs (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from the indemnifying party's negligence, willful misconduct, or breach of representation, warranty or covenant in this Agreement.

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 law principles. Except for injunctive relief, the parties shall submit disputes to arbitration in accordance with the commercial arbitration rules chosen by the parties, and judgment on any award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments and purchase orders expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior discussions, proposals, and agreements. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses above and shall be effective upon receipt.

Sign Now