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Construction Materials Supply Agreement

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Construction Materials Supply Agreement Powered By Docstoc
					Construction Materials
Supply Agreement
This is an agreement between a Contractor and a Supplier whereby the Supplier agrees
to provide materials and equipment necessary for the Contractor to finish a construction
project. It is vital to get these agreements in writing to ensure that the understandings of
both parties are properly set forth. Customize the information of the parties, the
Supplier’s total fee, the details of the construction project, and more. This agreement
can be used by individuals or small businesses that want to provide or receive supplies
for a construction project.
              CONSTRUCTION MATERIALS SUPPLY AGREEMENT

THIS CONSTRUCTION MATERIALS SUPPLY AGREEMENT (hereinafter referred to as
the “Agreement”) is made and entered into as of ___________________, [Instructions: Insert
the date of this agreement] by and between ______________________ [Instructions: Insert
the Contractor’s name] (hereinafter referred to as the “Contractor”), of
_________________________________, [Instructions: Insert the Contractor’s address] and
______________________ [Instructions: Insert the Supplier’s name] (hereinafter referred to
as the “Supplier”), of _________________________________. [Instructions: Insert the
Supplier’s address]

WHEREAS, Contractor entered into a written contract with __________________________
[Instructions: Insert the name of the party the Contractor is providing construction services
for, or the “Owner”] (hereinafter referred to as the “Owner”), dated as of
______________________ [Instructions: Insert the date of the agreement between the
Contractor and the Owner] (hereinafter referred to as the “General Contract”), with respect to
the construction of ____________________________ [Instructions: Insert a brief description
of the construction project] (hereinafter referred to as the “Project”) at
_____________________________ [Instructions: Insert the address where the construction
is taking place] (hereinafter referred to as the “Site”).

WHEREAS Contractor desires to engage the services of Supplier for the purposes of furnishing
and supplying and materials, supplies and equipment necessary to complete the Project; and
subject to the terms and conditions contained herein, Supplier desires to accept said engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below, it is hereby covenanted and agreed by the parties as follows:

1.       SUPPLIER SERVICES

        a.      Supplier agrees to furnish and supply all materials, supplies and equipment
necessary to complete the construction of the Project at the Site for the Owner (hereinafter
referred to as the “Materials”), in accordance with the terms and conditions of this Agreement, as
required by the General Contract, any amendments, addendums, or change orders made thereto,
any drawings, specifications and/or addenda prepared by __________________________
[Instruction: Insert the Architect’s name] (hereinafter referred to as the “Architect”), and any
other documents referenced by or made a part of the General Contract (collectively, the
“Contract Documents”). Contractor shall make a copy of all Contract Documents available to
Supplier upon, Supplier’s reasonable request.

       b.      Supplier acknowledges that Supplier is thoroughly familiar with the supply
requirements of the Contract Documents and the Project, availability of materials, and all other
conditions and requirements which could affect Supplier’s performance of this Agreement.
Supplier shall not be relieved from Supplier’s responsibilities hereunder due to any failure by
Supplier to be fully acquainted with the available information. Supplier further acknowledges




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that Supplier’s acceptance of this Agreement is based solely on Supplier’s knowledge and
judgment and not on any representation by Contractor not expressly provided herein.

         c.     Supplier shall perform Supplier’s obligations hereunder diligently, continuously
and uninterruptedly, with all possible speed, so as to not interfere with or delay performance of
the General Contract or the work of any other contractor or sub-contractor. In the event Supplier
fails to carry on the work at such rates of progress as directed by Contractor, Contractor may at
its option require Supplier at Supplier’s expense to increase the number of workmen and/or hours
of work and/or the amount of materials, supplies or equipment employed in the performance of
the work to bring Supplier’s progress up to the prescribed schedule.

       d.      All Materials stored at the Project site shall be at the risk of Supplier and stored
only where and when directed by Contractor. Contractor assumes no responsibility or liability
for Material received or stored by Contractor on behalf of and/or in accommodation to Supplier.

2.       FEE

In consideration of Supplier’s full, faithful and complete performance of Supplier’s material
obligations hereunder, Contractor shall to pay Supplier the total sum of __________ Dollars
($________) [Instructions: Insert the total amount Contractor will pay supplier] (hereinafter
referred to as the “Fee”).

        a.     Within __________________ [Instructions: Insert the amount of time
Contractor has to pay Supplier after completion of the Project or receipt of full payment
from Owner e.g. “30 days”] of the later of: (i) Contractor’s receipt of Owner’s written
confirmation of completion of the Project and (ii) Contractor’s receipt of full payment from
Owner; Contractor agrees to make final payment to Supplier in an amount equal to the balance of
the Fee due Supplier. Notwithstanding the foregoing, Supplier shall, as a condition precedent to
final payment, execute and deliver to Contractor (and Owner, if required) a full and valid release
and complete discharge of and from any and all claims and demands whatsoever for all matters
growing out of or in any manner connected with or founded upon, this Agreement or the work
contemplated hereby.

        b.     Supplier agrees that Contractor shall be under no obligation to pay Supplier for
any work on this Project until Contractor has been paid therefore by Owner, and all payments
hereunder are subject to the condition precedent that Contractor shall first receive from Owner
progress and/or final payments in at least the amounts payable to Supplier on account of the
work by Supplier on this Project; otherwise the time when such payments shall be due Supplier
shall be postponed until Contractor has received same from Owner.

3.       LIENS, WAIVERS AND AFFIDAVITS

Supplier shall furnish Contractor with such partial releases and waivers of lien from Supplier, as
Contractor may reasonably require from time to time on labor and/or material and/or other
claims, and final releases and waivers of lien at the time of final payment under this Agreement.




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Supplier agrees that such releases, waivers and affidavits shall be prerequisite for partial and
final payments.

4.       COMPLIANCE

Supplier shall perform its obligations hereunder in full compliance with any and all applicable
federal, state, local and municipal laws, ordinances and orders and any and all rules and
regulations of governmental boards and bureaus having jurisdiction and shall defend, hold and
save harmless Contractor and Owner from any and all liability with respect thereto.

5.       REPORTS

Supplier agrees to submit promptly and accurately, in the prescribed form, manner and time, all
payroll reports, certificates, guarantees, opening instruction, progress schedules, or other
documents required by the Contract Documents. Supplier agrees to reimburse Contractor for any
expenses, interest and/or penalties occasioned Contractor by the delay, inaccuracy, omissions or
negligence on the part of Supplier in connection with the submission of the aforementioned
documents.

6.       INSURANCE

Supplier shall carry and pay for and maintain in force continuously during the life of this
Agreement, the insurance specified in the Contract Documents, or if not so specified, such
insurance as Contractor and/or Owner consider necessary for the proper protection of the parties
hereto and Owner, and in forms approved by Contractor and/or Owner.

7.       TERMINATION BY OWNER

Should Owner terminate the General Contract or abandon the Project for any reason, Supplier
shall be entitled to receive only such compensation as provided under the termination clause of
the Contract Documents, or in the absence or inapplicability of such clause, Supplier shall
receive only Supplier’s pro rata share of any termination payments or salvage received by
Contractor. In any event, Contractor’s obligation or liability to Supplier is limited to the amount
determined by Owner or the pro rata share of any profits from the sale, disposal or salvage of the
Project.

8.       INDEMNITY

To the fullest extent permitted by law, Supplier shall indemnify and hold harmless Owner,
Architect and Contractor, and all of their agents and employees, from and against all claims,
damages, losses and expenses, including but not restricted to, attorney’s fees arising out of or
resulting from the performance of Supplier’s work under this Agreement, to the extent such
claim is caused in whole or in part by any negligent act or omission of Supplier or anyone
directly or indirectly employed by Supplier or anyone for whose acts Supplier may be liable,
regardless of whether it is caused in part by a party indemnified hereunder.




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9.       DEFAULT BY SUPPLIER

         a.     Supplier shall be liable to Contractor for any loss or damage (including but not
restricted to, any liquidated or other damages which may become due Owner under the Contract
Documents) and extra expenses paid or incurred by Contractor, together with interest thereon at
the maximum legal rate or interest per annum until paid, which are due to Supplier’s failure to
carry out the work in accordance with this Agreement or to properly or timely perform any term,
covenant or condition contained in this Agreement.

        b.     In the event that Supplier fails or neglects to carry out Supplier’s material
obligations hereunder and fails to correct such failure or neglect within _________________
[Instruction: Insert the length of time Supplier has to cure a breach under this agreement
e.g. “15 days”] after receipt of written notice from the Contractor of such failure or neglect,
Contractor may, without prejudice to or waiver of any other right or remedy Contractor may
have, terminate this Agreement and finish the work by whatever method or means Contractor
may deem expedient.

        c.     Should Contractor pursue any of the foregoing remedies, all monies expended and
all of the losses, damages and extra expenses (including, but not restricted to any liquidated
damages which may become due to Owner under the Contract Documents) shall be deducted
from the Fee and if such expenditures, together with said losses, damages and extra expenses
exceed the amount otherwise due to Supplier hereunder, Supplier shall be liable to and shall pay
to Contractor on demand the full amount of such excess together with interest thereon at the
maximum legal rate of interest per annum until paid. All rights and remedies of Contractor
enumerated hereunder shall be cumulative and none shall exclude any other rights or remedies
allowed at law or in equity.

10. MISCELLANEOUS

         a.      It is understood and agreed between the parties hereto that time is of the essence
of all of the terms and provisions of this Agreement.

       b.     This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.

       c.       In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

       d.      Any and all additions, deletions, or modification to this Agreement must be in
writing and signed by the parties or it shall have no effect and shall be void.

       e.       This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither




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party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which consent will not be unreasonably withheld.

      f.     The waiver by either party of a breach or violation of any provision of this
Agreement shall not constitute a waiver of any subsequent or other breach or violation.

       g.     This Agreement shall be governed in accordance with the laws of the State of
________________________ [Instructions: Insert the state’s laws that will govern this
agreement] applicable to agreements to be wholly performed therein, without giving effect to its
laws governing conflict of laws.

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


CONTRACTOR:                                                      SUPPLIER:
__________ [Instructions: Insert Name]                           __________ [Instructions: Insert Name]



__________________________                                       __________________________
By: Authorized Signatory                                         By: Authorized Signatory




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DOCUMENT INFO
Description: This is an agreement between a Contractor and a Supplier whereby the Supplier agrees to provide materials and equipment necessary for the Contractor to finish a construction project. It is vital to get these agreements in writing to ensure that the understandings of both parties are properly set forth. Customize the information of the parties, the Supplier’s total fee, the details of the construction project, and more. This agreement can be used by individuals or small businesses that want to provide or receive supplies for a construction project.