MASTER COMMERCIAL CONTRACT

THIS CONTRACT (the “Contract”) is hereby entered into by and between ABC Supplies
(referred to herein as “We” or “ABC”) and DEF Corporation (the “Customer”) as of this ____
day of _______, 2017.
RECITALS
A. WHEREAS the Customer has engaged ABC to supply all of the materials listed in
Exhibit A (the “Materials”) , and We have agreed to said engagement; and

B. WHEREAS, the Customer acknowledges that all transactions between the parties are
governed by the terms of this Contract.
NOW, THEREFORE, in consideration of the obligations and agreements set forth below, the
Parties agree as follows:
1. Quotations and Proposals: Unless otherwise specified in writing, quotations and
proposals expire 30 days after issuance. Prices quoted do not include any sales, use, excise,
occupational or other similar tax, Davis Bacon or Service Contracting Act or freight unless
otherwise specified. All prices are subject to change without notice unless Company has
guaranteed price protection in writing. All written price protections shall specify the period of
time the price protection remains in effect. In the event the written price protection does not
specify the period of time the price protection remains in effect, the price protection shall
remain in effect for 30 days from the date a written price quotation or offer is provided by
Company.
2. Warranty: Seller warrants its products against defects in workmanship and material for a
period of the lesser of the shelf-life of the product or twelve (12) months from date of shipment
from the factory under normal use and service when such product is used in accordance with
instructions furnished by Seller. Specifications provided by Seller are guidelines only and the
particular use and application will determine the actual life of the product, media or membrane.
Seller’s liability under this warranty shall be limited to the replacement or repair, at Seller’s sole
discretion, F.O.B. factory, of any defective product which having been returned to the factory,
transportation charges prepaid, has been inspected and determined by Seller to be defective.
The warranty on component parts not manufactured by Seller is limited to the warranty
provided by the manufacturer thereof, if any. The foregoing warranties do not cover
reimbursement for labor, transportation, removal, installation, or other expenses which may be
incurred in connection with replacement or repair.
3. Limitations. The guarantees and warranties provided in this agreement are conditioned upon
Customer operating and maintaining systems/equipment. In accordance with industry-accepted
practices and in consideration of our recommendations.
4. Technical Assistance: Upon reasonable request, Seller may make available to Buyer the
services of a trained representative at Seller’s then current prevailing rates, plus travel, living
and out of pocket expenses.
5. Arbitration: In case of any controversy, claims, or disputes arising out of our relating to this
Agreement or the breach thereof, the parties shall meet and exert their best efforts to reach an
amicable settlement. In the event the parties fail to reach an agreement, the sole and exclusive
method to settle any matter shall be arbitration at the request of any party, and shall take place
in Wilmington, Delaware. The arbitration tribunal shall be composed of three arbitrators
appointed pursuant to the procedures set forth in the rules of the American Arbitration
Association. Judgment may be entered on the award by any competent court having
jurisdiction.

6. Changes. The Contractor may at any time by written order make changes in, additions to
and omissions from the work to be performed and materials to be furnished under this
subcontract, and the Subcontractor shall promptly proceed with the performance of this
subcontract as so modified. Any increase or decrease in the subcontract price resulting from
such changes shall be agreed upon in writing by the parties hereto, such agreement not being
valid unless signed by an officer of the Contractor. Any claim for adjustment of the subcontract
price under this Section must be made in writing within ten (10) days from the date such
changes are ordered. The subcontract price shall be equitably adjusted on account of any such
changes, subject to any applicable provisions of the contract between the Contractor and
Owner. If the adjustment is due to any act, omission or direction of Owner, the Subcontractor
agrees to be bound to whatever dispute procedures are contained in the contract between Owner
and Contractor.
7. Modification. The terms set forth in this Agreement may be modified or waived only by a
separate writing signed by Smithtown and Recipient expressly modifying or waiving such
agreements.
8. Severability. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement, which shall
remain in full force and effect. If any of the covenants or provisions of this Agreement are
determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the
parties contemplate that the court making such determination shall reduce such extent, duration,
scope or other provision and enforce them in their reduced form for all purposes contemplated
by this Agreement.
9. Assignment; Binding Effect. This Agreement shall inure to the benefit of and be binding
upon Smithtown, Recipient and their successors, and assigns.
10. Jurisdiction; Service of Process. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement may be brought against either
of the parties in the courts of the State of New York or, if it has or can acquire jurisdiction, in
the United States District Court for the District of New York, and each of the parties consents to
the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Each party hereto consents to
service of process in any such action by certified mail at the address set forth in the first
paragraph of this Agreement.
11. Governing Law. In the event either party must commence a legal action in order to enforce
any rights under this agreement, the successful party shall be entitled to all court costs and
reasonable attorney’s fees as determined by the court for prosecuting and defending the claim as
the case may be. Any disputes shall be resolved under the laws of the State of Maryland.
12. Waiver. The waiver by either Smithtown or Recipient of a breach of any provision of the
Agreement shall not operate or be construed as a waiver of any subsequent breach by either
Smithtown or Recipient.
13. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement, and all of which, when taken
together, shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date first written above.

ABC SUPPLIES

By: _________________________________
John Smithson, President

DEF CORPORATION

By: _________________________________
Susan James, President