VENDOR AGREEMENT
This Vendor Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Customer"), and
[Party B], a corporation ("Vendor").
The Customer wishes to purchase, and the Vendor wishes to supply, the goods or services described below on the terms of this Agreement.
1. Supply. The Vendor will supply the following: [description of the goods or services]. Individual orders may be placed by written purchase order that incorporates this Agreement. If an order conflicts with this Agreement, this Agreement controls unless the order expressly says it amends a named section.
2. Pricing and Payment. Pricing is [pricing]. The Customer will pay undisputed invoices within 30 days. Fees are exclusive of taxes, which the Customer pays except for the Vendor's income taxes.
3. Delivery and Acceptance. The Vendor will deliver by the dates in the applicable order. The Customer has 10 days after delivery to reject non-conforming items in writing. Unrejected items are accepted. The Vendor will repair or replace rejected items promptly.
4. Warranties. The Vendor warrants that it will supply the items in a professional manner, that it has the right to supply them, and that goods will be free of material defects for 90 days after delivery. Except for these warranties, each Party disclaims implied warranties to the extent permitted by law.
5. Term. This Agreement begins on the Effective Date and continues for 12 months, then renews for successive 12-month periods unless a Party gives 30 days' notice before a renewal. Either Party may end this Agreement immediately for an uncured material breach.
6. Confidentiality. Each Party will keep the other's non-public business information confidential and use it only to perform this Agreement.
7. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
8. General. This Agreement is the entire agreement about the supply relationship, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Customer: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Vendor: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]