Free Procurement Terms and Conditions

Prepared by: [Your Name]

I. Definitions and Interpretations

A. Definitions

• Buyer: [Your Company Name], located at [Your Company Address].

• Supplier: Primeve, located in Madison, WI 53701.

• Contract: The formal agreement between [Your Company Name] (Buyer) and Primeve (Supplier), including these Terms and Conditions.

• Goods/Services: The products and services specified in the Scope of Goods/Services section, include office equipment, software, and installation services.

• Agreement: The binding commitment between the Buyer and Supplier, including any amendments to the original contract.

B. Interpretations

• Words importing the singular shall include the plural and vice versa.

• Headings are for convenience only and do not affect the interpretation of these Terms and Conditions.

II. Scope of Goods/Services

A Description of Goods/Services

• The Supplier agrees to provide the goods and services as outlined in the procurement contract, which includes the delivery of 50 desktop computers, software licenses, and on-site installation services as detailed in the specifications.

B. Changes to Scope

• Any changes to the scope of goods or services must be agreed upon by both the Buyer and the Supplier in writing. Both parties must sign an amendment to the contract if the scope changes.

3. Pricing and Payment Terms

A. Price

• The price for the goods and services shall be USD 100,000D, as detailed in the signed quotation provided by the Supplier.

B. Payment Terms

• Payments shall be made within 30 days after the receipt of a correct invoice unless otherwise specified in the contract.

• Payments will be made in USD via bank transfer to the Supplier’s account at Primeve Bank, Account Number: 987654321.

C. Taxes and Fees

• All applicable taxes, fees, and duties (including sales tax) are the responsibility of the Buyer unless otherwise stated in this agreement. Taxes will be added to the total price as required by law.

IV. Delivery and Performance

A. Delivery Schedule

• The Supplier agrees to deliver the goods and services by June 15, 2051, or within 30 days of the order confirmation, whichever is later.

B. Delivery Location

• Delivery will be made to [Your Company Name]'s office at [Your Company Address] unless otherwise agreed upon in writing.

C, Performance Standards

• The Supplier is expected to meet the performance standards outlined in the scope of goods/services, ensuring that all items are delivered in working condition and services are performed to the agreed specifications.

V. Quality and Standards

A. Quality Requirements

• All goods and services provided must meet the agreed-upon quality standards, which are based on industry norms and the technical specifications provided in the procurement contract.

B. Compliance with Regulations

• The Supplier must comply with all relevant local, state, and national regulations governing the production, delivery, and installation of the goods and services, including safety standards and environmental regulations.

VI. Warranties and Guarantees

A. Supplier Warranty

• The Supplier warrants that the goods and services will be free from defects in material and workmanship for 12 months after delivery or completion of installation, whichever occurs later.

B. Remedy for Defects

• If defects are found within the warranty period, the Supplier will, at their discretion, repair or replace the defective goods/services at no additional cost to the Buyer.

VII. Confidentiality and Intellectual Property

A. Confidentiality

• Both parties agree to keep confidential all proprietary information shared during the contract, including technical, financial, or business information. This obligation remains in effect for 3 years after the contract's termination.

B. Intellectual Property

• All intellectual property developed or created during the execution of the contract shall remain the property of the Buyer, including any software, designs, or customizations created for the Buyer. The Supplier may not use or distribute any intellectual property without prior written consent from the Buyer.

VIII. Dispute Resolution

A. Mediation

• In the event of a dispute, the parties agree to attempt to resolve the matter through mediation before resorting to formal legal action. Mediation will be held in Cityville, State 54321.

B. Arbitration

• If mediation is unsuccessful, the dispute will be resolved through binding arbitration by the rules of the American Arbitration Association (AAA) at a location agreed by both parties. The decision of the arbitrator will be final and binding.

IX. Termination

A. Termination for Convenience

• Either party may terminate the contract by providing 30 days written notice to the other party without cause. If terminated, the Buyer must pay for all goods/services delivered up to the termination date.

B. Termination for Cause

• Either party may terminate the contract immediately if the other party breaches any material terms of the agreement and fails to remedy the breach within 15 days of receiving notice. The terminating party may seek damages for any losses incurred due to the breach.

C. Effect of Termination

• Upon termination, both parties must return any proprietary materials and confidential information, and any outstanding payments must be settled. Any pre-paid amounts for undelivered goods or services will be refunded.

X. Force Majeure

A. Definition

• Force Majeure refers to any event or circumstance beyond the reasonable control of either party, including but not limited to natural disasters (earthquakes, floods), acts of war, strikes, pandemics, or government regulations that prevent or delay the fulfillment of the contract.

B. Notification

• The affected party must notify the other party promptly in writing of any Force Majeure event, providing details of the situation and its impact on performance.

C. Suspension of Performance

• In the event of a Force Majeure, the affected party’s performance shall be suspended for the duration of the event. Both parties will work together to determine how best to proceed once the event concludes.

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