This Agreement for the supply and delivery of goods (the “Agreement”) is entered into by DSB-TRADE.CORP of Design Center of Americas, Showroom C172, first floor, Building C, 1855 Griffin Road, Dania Beach, Florida, 33304, hereinafter referred to as the “Supplier”. and the person signing in this agreement, hereinafter referred to as the “Customer”. The Supplier and the Customer are hereinafter individually referred to as the “Party” and collectively as the “Parties”.
1. Introduction and constituent documents
1.1 The Supplier agrees to produce or purchase and install wall panels, lighting, furniture and other things for the Customer at the request of the Customer in accordance with the terms of this Agreement and its Addendum.
2. Supply goods/services
2.1. The Supplier agrees to deliver the Goods to the Customer in accordance with the Estimate in the quantity specified therein, in accordance with the specifications, and at the price specified in the Estimate(Quote).
2.2 In the event of any technical changes and/or price changes for Deliveries during the term of this Agreement, the Supplier shall immediately notify the Customer thereof. The Customer shall consider the impact of any such event and may require amendments to the Agreement.
2.3 The Provider agrees to provide the following ancillary services (“Additional Services”):
– obtaining permits from the building or city administration (if necessary);
– execution or supervision of on-site installation and/or start-up of delivered Goods;
– provision of tools necessary for assembly and/or maintenance of delivered Goods;
– provision of detailed operation and maintenance instructions for each relevant unit of the delivered Goods (if any);
– inspection, supervision, maintenance and/or repair of the delivered Goods during the time period agreed by the Parties, provided that this service does not release the Supplier from any warranty obligations under this Contract;
– training of the Customer’s personnel at the place of installation, start-up, operation, maintenance and/or repair of the delivered Goods (if necessary).
2.3.1 The customer agrees to pay at his own expense all fees of the city, county or building if they arise (fee for city permit, fee for using the elevator, etc.)
2.4 Nothing in this Agreement shall be construed as creating an exclusive relationship between the Parties regarding the supply and delivery of the Goods.
2.5 The terms and conditions of this Agreement apply to all Estimates placed in accordance with this Agreement. In the event of any inconsistency between the terms and conditions of the Purchase Estimate and the terms and conditions set forth in this Agreement, the terms set forth in this Agreement shall control.
3. Fees and payment
3.1 The price of supply and delivery of Goods and related services under this Agreement is determined by the
provided Quote or Estimate.
3.2 The Supplier invoices the Customer before each delivery in accordance with this Agreement and the corresponding Estimate in three stages.
3.3 Payments are made in US Dollars (USD) by bank transfer to the bank account of the Supplier.
3.4 The price specified in each Estimate in accordance with the specifications is the total amount for the Customer. The supplier is responsible for paying all taxes, duties, fees and charges charged to him in connection with this Agreement (with the exception of the services of clause 2.3.1). The Customer does not charge for the cost of pre-storage of any Goods or related costs.
3.6 IOM shall be entitled, without prejudice to any other rights it may have, to defer payment of a part until the Supplier has completed, to IOM’s satisfaction, the delivery of the Goods and related services to which these payments relate.
3.6 The estimate must remain valid during the term of this contract. If the price of any product of the Estimate has changed due to circumstances beyond the control of the Parties, the Supplier must immediately notify the Customer of such circumstances.
The Customer shall consider the impact of any such event and may request amendments to the Agreement.
4. Delivery
4.1 The Goods must be delivered to the location specified in each Estimate in accordance with the delivery date in each Estimate. The cost of delivery is considered included in the Price specified in each Estimate. Additional services as described in Article 2.3.1 must be provided at the place of delivery and completed by the same date of delivery, unless otherwise specified in Article 2.3.1 of this Agreement.
4.2 In case of violation of clause 4.1, the Customer reserves the right to charge a fine of 0.1% (one tenth of one percent) of the Price for each day of delay in deliveries.
5. Inspection and Acceptance
5.1 Where the accompanying Technical Specifications specify which inspections and tests are required and where they will be carried out, these conditions shall prevail in the event of any inconsistency with the provisions of this clause.
5.2 The Customer or its representative has the right to inspect and/or test the Goods on the territory of the Supplier, at the point of delivery or at the final destination. The supplier must facilitate such inspections and provide necessary assistance.
5.3 The Customer will have 5 (five) calendar days after proper receipt of the purchased Goods to inspect them and accept or provide a list of defects as not conforming to the Estimate. All defects of the Goods must be corrected or replaced by the Supplier within the specified time.
5.4 Ownership of the goods passes to the Customer when they are delivered and accepted by the Customer. The risk of loss, damage or destruction of the Goods shall be borne by the Supplier until ownership is transferred to the Customer.
6. Adjustment
6.1 The Customer may not make changes to the drawings, design or specifications of the Estimate after signing the Estimate if the Goods are manufactured or procured specifically for the Customer.
6.2 The Customer may make changes to the Additional Services to be provided after signing the Estimate if such services have not yet been provided. Such changes must be made no later than 5 calendar days before the provision of the service.
6.3 No changes, modifications or revisions to this Agreement or Estimate shall be valid unless made in writing and signed by the Parties.
7. Packaging
7.1 The Supplier shall provide proper and adequate packaging in accordance with best commercial practice to ensure that the Goods delivered to the Customer are not damaged. The packaging must be sufficient to allow for rough handling during transport, exposure to extremes of temperature, salt and precipitation during transport and open storage, taking into account the type of Goods and the method of transport.
8. Guarantees
8.1 The Supplier warrants that all Goods supplied under this Contract shall be free from defects arising from design, materials, workmanship or any act or omission of the Supplier which may arise from the normal use of the Goods supplied under conditions prevailing in the country of final destination. This warranty remains valid for 12 (twelve) months after the Goods have been delivered and accepted at the final destination specified in the Contract.
8.2 The Supplier warrants that all Goods supplied under this Contract are new, unused. All Goods/Services supplied under this Contract shall conform to the specifications, drawings, samples or other descriptions provided or determined by the Customer.
8.3 The Customer shall immediately notify the Supplier in writing of any claims arising under this warranty.
8.3 Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof at no cost to the Customer.
8.4 The Customer’s continued use of such Goods after notification to the Supplier of their defect or non-conformity or breach of warranty shall not be considered a waiver of the warranty by the Supplier.
8.5 The Supplier also represents and warrants that:
– The Supplier has full title to the Goods, is fully qualified to sell the Goods to the Customer, and is a financially sound company, duly licensed, with sufficient human resources, equipment, competence, knowledge and skills necessary for full and satisfactory performance within the stipulated performance period , delivery of the Goods in accordance with the Estimate and the terms of this Agreement;
– In fulfilling its obligations under this Agreement, the Supplier must comply with all applicable laws, Estimates, rules and regulations;
– Under any circumstances, the Supplier will act in the best interests of the Customer;
– During the conclusion of this Agreement, he did not distort or hide any material facts;
8.6 The above warranties shall survive termination of this Agreement.
9. Assignment and subcontracting
9.1 The Supplier has the right to transfer or subcontract the Contract or any work under this Contract in whole or in part.
9.2 The Supplier does not release itself from any responsibility or obligations under this Agreement, nor does it create any contractual relationship between the subcontractor and the Customer. The Supplier shall remain bound and liable under this clause and shall be directly liable to the Customer for any improper performance of the subcontract. The subcontractor has no cause of action against IOM for any breach of the subcontract.
10. Force Majeure
10.1 Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is caused by force majeure, such as civil disEstimate, military action, natural disaster and other circumstances which are beyond the control of the Party in question. In such an event, the Party will give immediate notice in writing to the other Party of the existence of such a cause or event and of the likelihood of delay.
11. Independent Contractor
11.1 The Supplier shall provide the Goods under this Contract as an independent contractor and not as an employee, partner, or agent of IOM.
12. Privacy
12.1 All information that comes into the possession of the Parties or is known to them in connection with this Agreement shall be treated as strictly confidential. The Parties shall not transfer such information to any third party without the prior written consent of the Parties. The Parties shall comply with the Data Protection Principles of the Parties in the event that they collect, receive, use, transfer or store any personal data during the performance of this Agreement. These obligations shall survive the expiration or termination of this Agreement.
13. Notification
13.1 Any notice sent under this Agreement shall be sufficient if it is given in electronic form and received by the other Party at the following address:
Customer
Supplies customer@burnstone,store,com
14. Dispute Resolution
14.1. Any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach, termination or invalidity thereof, shall be settled amicably by negotiation between the Parties.
14.2. In the event that such conciliation is unsuccessful, either Party may submit the dispute, controversy or claim to arbitration no later than 3 (three) months following the date of termination of conciliation proceedings as per Article 15 of the UNCITRAL Conciliation Rules. The arbitration will be carried out in accordance with the 2010 UNCITRAL arbitration rules as adopted in 2013. The number of arbitrators shall be one and the language of arbitral proceedings shall be English, unless otherwise agreed by the Parties in writing. The arbitral tribunal shall have no authority to award punitive damages. The arbitral award will be final and binding.
14.3. The present Agreement as well as the arbitration agreement above shall be governed by internationally accepted general principles of law and by the terms of the present Agreement, to the exclusion of any single national system of law that would defer the Agreement to the laws of any given jurisdiction. Internationally accepted general principles of law shall be deemed to include the UNIDROIT Principles of International Commercial Contracts. Dispute resolution shall be pursued confidentially by both Parties. This Article survives the expiration or termination of the present Agreement.
15. Indemnification and Insurance
15.1 The Supplier shall at all times defend, indemnify and hold harmless the Customer against all losses, costs, damages and expenses (including court fees and costs), claims, suits, proceedings, demands and liabilities of any kind or nature to the extent that which arises as a result of the actions or inaction of the Supplier or its employees, officers, agents or subcontractors during the performance of this Agreement. The Customer shall immediately notify the Supplier of any written claim, loss or demand for which the Supplier is liable under this clause.
15.2 This indemnification shall survive termination of this Agreement.
15.3 The Supplier shall be responsible for insuring the goods supplied under this Agreement against loss or damage resulting from or in connection with manufacture or acquisition, transport and delivery.
16. Termination of the agreement
16.1 Either Party may terminate this Agreement, in whole or in part, at any time by notifying the Supplier in writing. Any funds paid by the Customer after signing the Estimate are non-refundable.
16.2 If the Customer terminates this Agreement in whole or in part due to non-fulfillment of obligations on the part of the Supplier, it may request a refund of funds paid by the Customer for a separate Estimate.
16.3 Funds paid by the Customer shall not be returned to the Customer if non-fulfillment of the terms of this Agreement occurs for reasons beyond the Supplier’s control and without fault or negligence of the Supplier.
16.4 After the termination of the Agreement, the Parties shall agree to compensate each other for losses incurred as a result of the termination of the Agreement or the Estimate.
17. Severability
17.1 If any part of this Agreement is found to be invalid or unenforceable, that part will be severed from this Agreement and the remainder of the Agreement shall remain in full force.
18. Entirety
18.1 This Agreement and any Annexes embody the entire agreement between the Parties and supersede all prior agreements and understandings, if any, relating to the subject matter of this Agreement.
19. Final Clauses
19.1 This Agreement will enter into force upon signature by both Parties and shall remain in force until completion of all obligations of the Parties under this Agreement.
19.2 Amendments to this Agreement may be made by mutual agreement in writing between the Parties.
Signed in duplicate in English, on the dates and at the places indicated below
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