Business COD Document

Business COD Document

This Cash-On-Delivery Agreement (the Agreement) is entered into as of by and between:

Seller: , with principal place of business at ;

Buyer: , with principal place of business at .

WHEREAS

WHEREAS, Seller is engaged in the business of supplying goods described herein and Buyer wishes to acquire such goods on a cash-on-delivery (COD) basis under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations regarding delivery, inspection, and payment for shipments delivered COD, and to allocate the risk of loss and remedy for nonpayment;

WHEREAS, the parties intend that this Agreement govern all COD shipments that reference a purchase order number or shipment reference provided below: Purchase Order / Shipment Reference:

SCOPE OF WORK

DELIVERY AND ACCEPTANCE

Delivery Method: Seller will arrange shipment to Buyer's delivery address listed above or to an alternate address agreed in writing. Delivery is complete when carrier presents the goods at the delivery location and Buyer or Buyer's agent signs for receipt. Buyer may require inspection prior to acceptance; any rejected goods must be reported to Seller at the time of delivery.

PAYMENT TERMS

Payment on Delivery: Buyer shall pay the full invoice amount to the carrier or Seller's receiving agent at time of delivery by cash, certified funds, or other agreed immediate payment method. Failure to tender payment at delivery constitutes nonpayment and authorizes Seller to retrieve the goods or pursue the remedies set forth in this Agreement.

If Buyer fails to pay the full amount due at delivery, a late fee of will accrue on the outstanding balance, compounded monthly, until paid in full. Buyer is also responsible for reasonable collection costs, including attorney's fees.

RISK OF LOSS; CARRIER

Risk of Loss: Title and risk of loss remain with Seller until delivery is completed and Buyer or Buyer's agent signs for the goods, unless otherwise expressly agreed in writing. If Buyer refuses delivery or fails to pay, Seller may store, redirect, or reclaim the goods at Buyer's expense.

Carrier Appointment: If Seller engages a carrier, Seller will contract with the carrier as agent for transportation. Unless expressly agreed otherwise, Buyer shall not be deemed carrier and Seller's carrier instructions control. Any carrier fees charged to Seller as a result of Buyer's refusal or delay in accepting delivery shall be paid by Buyer.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated in accordance with this Section, will continue until .

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business information disclosed in connection with this Agreement, excluding information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; or (c) is rightfully obtained from a third party without a duty of confidentiality. Each party agrees to: (i) hold the other party's Confidential Information in confidence and use it only for performance under this Agreement; (ii) restrict disclosure to employees, agents, or contractors who need to know and who are bound by confidentiality obligations; and (iii) take reasonable measures to prevent unauthorized use or disclosure.

REMEDIES FOR NONPAYMENT

If Buyer fails to pay the COD amount at delivery, Seller may (a) retain possession of the goods, (b) instruct the carrier to return the goods to Seller, or (c) pursue any and all available remedies at law or in equity including repossession and recovery of costs. Buyer shall be liable for storage, transportation, and recovery costs incurred by Seller.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the county where Seller's principal place of business is located, unless the parties otherwise agree in writing.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon receipt.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

EXECUTION

The parties may execute this Agreement in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

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