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Procurement Agreement for Office Furniture

1. Parties and Definitions

1.1. Parties

This Procurement Agreement (the "Agreement") is entered into as of [Date] by and between [Buyer's Company Name], a [State] corporation with its principal place of business at [Address] (the "Buyer"), and FurniturePlus Inc., a [State] corporation with its principal place of business at [Address] (the "Seller"). Buyer and Seller are collectively referred to as the "Parties."

1.2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:
a. "Products" shall mean the office furniture that is the subject of this Agreement, as further described in Exhibit A attached hereto.
b. "Delivery Date" shall mean the date the Products are to be delivered to the Buyer as stated in Section 5.1.
c. "Warranty Period" shall mean the duration of any applicable warranties for the Products as described in Section 9.1.

2. Order Requirements

2.1. Purchase Order and Specifications

The Buyer shall issue a purchase order to the Seller setting forth the specific Products, including the quantity of each Product, and any technical and quality standards provided by the Buyer (the "Purchase Order"). The Seller will deliver only the Products described in the Purchase Order and in accordance with the quality standards set forth therein. Any changes to the Purchase Order must be agreed to in writing by both Parties.

3. Price and Payment Terms

3.1. Pricing

The prices for the Products are specified in Exhibit B, attached hereto, and are fixed for the duration of this Agreement. The prices include packaging, loading, and delivery fees, unless agreed otherwise between the Parties. Prices do not include any applicable sales, use, value-added, or other taxes. Buyer is responsible for paying any taxes, duties, and customs charges.

3.2. Payment Terms

Payment shall be made in United States Dollars (USD). The Buyer shall make payment within thirty (30) days from the date of receipt of the Seller's invoice, provided that such invoice is accurate and complete. If the Buyer disputes the invoice, it shall notify the Seller within ten (10) days and provide the reasons for the dispute in writing. The Parties will work in good faith to resolve any disputes.

4. Delivery Terms

4.1. Delivery Date

The Seller shall deliver the Products to the Buyer's designated location no later than [Delivery Date] ("Delivery Date"), unless otherwise agreed by the Parties. Time is of the essence with respect to the Delivery Date, and failure to deliver the Products by the Delivery Date shall constitute a material breach of this Agreement.

4.2. Transfer of Title and Risk of Loss

Title to the Products and risk of loss shall pass to the Buyer upon delivery to the Buyer's designated location. The Seller is responsible for any damage to the Products during transit.

5. Inspection and Acceptance

5.1. Inspection

Upon receipt of the Products, the Buyer shall have the right to inspect the Products within ten (10) days to determine if they conform to the Purchase Order and the quality standards stated therein. If the Buyer identifies any non-conforming Products, it shall notify the Seller in writing within such ten (10)-day period, specifying the nature of the non-conformity.

5.2. Acceptance and Rejection

If the Buyer determines that any Products are non-conforming, the Buyer may, at its sole option: (a) reject the non-conforming Products and require the Seller to replace them within a reasonable time as agreed between the Parties; (b) accept the non-conforming Products and receive a price adjustment; or (c) reject the entire delivery and terminate the Agreement. Acceptance of the Products by the Buyer shall not waive any right to claim damages or any other remedy provided under this Agreement or by law for the Seller's non-performance or breach.

6. Quality Assurance

6.1. Compliance with Quality Standards

The Seller represents and warrants that the Products shall: (a) meet the quality standards and specifications stated in the Purchase Order and this Agreement; (b) be free from defects in material and workmanship; (c) be fit for their intended purpose; and (d) be free from any liens or encumbrances. The Seller's obligations under this Section 6.1 shall survive the acceptance of the Products and the termination of this Agreement.

7. Warranties and Remedies

7.1. Warranty Period

The Seller hereby warrants that the Products shall be free from defects in material and workmanship for a period of [Warranty Period] from the date of delivery to the Buyer (the "Warranty Period").

7.2. Remedies

If the Buyer discovers a defect in material or workmanship within the Warranty Period, it shall promptly notify the Seller in writing. Upon receipt of such notice, the Seller, at its sole expense and option, shall either: (a) repair or replace the defective Products with conforming Products; or (b) refund the purchase price paid by the Buyer for the defective Products. This Section 7.2 states the Buyer's exclusive remedies for any breach of warranty.

8. Indemnification

8.1. Seller's Indemnification

The Seller shall indemnify, defend, and hold harmless the Buyer, its officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, and expenses, including reasonable attorneys' fees, arising out of or relating to the Seller's breach of this Agreement, negligence, or willful misconduct.

9. Governing Law and Dispute Resolution

9.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of [State], without regard to its conflicts of laws principles.

9.2. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved through good faith negotiations between the Parties. If such negotiations fail to resolve the dispute, the Parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, State], and judgment on the arbitration award may be enforced by any court of competent jurisdiction.

10. Miscellaneous

10.1. Entire Agreement

This Agreement, including its exhibits, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior oral or written agreements, understandings, or representations.

10.2. Amendments

No amendment, modification, or waiver of this Agreement shall be effective unless it is in writing and signed by the Parties.

10.3. Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Buyer's Company Name] FurniturePlus Inc.
By: ______________________ By: ______________________
Name: ____________________ Name: ____________________
Title: _____________________ Title: _____________________