Quote acceptance
Supplier: [Supplier legal name], [Supplier address] (the “Supplier”).
Customer: [Customer legal name], [Customer address] (the “Customer”).
Quote number: [Quote number], dated [Quote date] (the “Quote”), attached to this acceptance.
1. Acceptance
By signing below, the Customer accepts the Quote and orders the products and services described in it (the “Order”) on the terms of the Quote and this acceptance (together, the “Agreement”). If the Quote and this acceptance conflict, this acceptance applies. Terms in any purchase order or other document from the Customer do not apply unless the Supplier agrees to them in writing.
The Agreement becomes binding when both parties have signed this acceptance.
2. Price and validity
The total price is [Quote total] [Currency], plus applicable taxes, as broken down in the Quote. The Quote is valid until [Quote expiry date]. If the Customer signs after that date, the Supplier may update prices before countersigning, and will tell the Customer of any change.
Prices are based on the quantities, specifications and site conditions described in the Quote. Additional items or changes requested by the Customer will be charged as agreed under section 5.
3. Deposit and payment
The Customer will pay a deposit of [Deposit due] within [5] business days after signing. The Supplier is not required to order materials or schedule work until the deposit is received.
The balance is payable [on delivery / on completion / within Number days of invoice]. Overdue amounts bear interest at [1.5 percent per month] or the highest rate allowed by law, if lower.
4. Delivery or start date
The Supplier will use reasonable efforts to deliver or start on or about [Requested start or delivery date] at [Site or delivery address]. Dates are estimates and depend on receipt of the deposit, availability of materials, site access, and any Customer approvals. The Supplier will tell the Customer promptly about any expected delay.
The Customer will provide safe and clear access to the site or delivery point and any information the Supplier reasonably needs.
5. Changes
Any change to the Order must be agreed in writing, including by email, and may change the price and schedule. The Supplier will not carry out extra work without the Customer's approval of its cost, except work urgently needed to prevent damage or a safety risk, which the Supplier will explain promptly.
6. Cancellation
The Customer may cancel the Order by written notice. If it does, the Customer will pay for products and services already supplied, costs of materials ordered that cannot be returned or used elsewhere, and any restocking fee stated in the Quote. The Supplier will refund any deposit that exceeds those amounts. Where consumer protection law gives the Customer a cooling-off period or other cancellation right, nothing in this section limits that right.
7. Ownership and risk
Risk in products passes to the Customer on delivery. Ownership passes when the Supplier has received full payment. Until then, the Customer will keep the products in good condition and insured.
8. Warranty
The Supplier warrants that products will be free from material defects and that services will be performed with reasonable skill and care, for [12] months after delivery or completion. If a valid warranty claim is made in that period, the Supplier will repair, replace or re-perform the affected item or, if that is not practical, refund the price paid for it. Manufacturer warranties on third-party products are passed through to the Customer. Except as stated here and to the extent permitted by law, other warranties and conditions are excluded.
9. Liability
Neither party is liable for indirect or consequential losses or loss of profit. The Supplier's total liability under this Agreement is limited to the total price. These limits do not apply to death or personal injury caused by negligence, fraud, or any liability that the law does not allow to be limited, including rights a consumer has under consumer protection law.
10. Confidentiality and privacy
Each party will keep the other's non-public business information and pricing confidential and use it only to perform this Agreement. Each party will handle personal information in line with applicable privacy law.
11. Governing law and disputes
This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
If a dispute arises, the parties will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.
Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.
12. Notices
Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
13. Entire agreement and general terms
Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
14. Counterparts and electronic signatures
This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.
Signatures
The Customer confirms that they have read the Quote and this acceptance, and orders the products and services described on these terms. The Supplier confirms acceptance of the Order. Each signer for an organization confirms they are authorized to bind it.
CUSTOMER
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
SUPPLIER
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________