Business EXW Template

Business EXW Template

This Business EXW (Ex Works) Agreement ("Agreement") is made as of between:

WHEREAS

WHEREAS, Seller is engaged in the business of manufacturing, storing, or otherwise supplying the Goods described in this Agreement and is willing to sell such Goods on Ex Works (EXW) Incoterms to Buyer upon the terms and conditions set forth herein.

WHEREAS, Buyer desires to purchase the Goods from Seller and acknowledges that under EXW Seller's obligation is to place the Goods at Seller's premises or other agreed location, and Buyer will assume responsibility for export clearance, carriage, insurance and all subsequent costs and risks.

WHEREAS, the parties desire to set out their respective rights and obligations with respect to the supply, delivery and payment for such Goods.

Scope of Work

Seller shall manufacture, pack and make available the Goods described below. Buyer shall arrange and pay for all transportation, export clearance, loading, export duties and insurance from the agreed delivery location in accordance with EXW obligations. Specific Goods, quantities and specifications are set forth as follows:

Payment Terms

Buyer shall pay Seller the amounts set out below in consideration for the Goods. All payments shall be made in the currency specified and in cleared funds in accordance with the payment schedule. Buyer shall not withhold payment except as expressly provided in this Agreement.

All payments due hereunder are non-refundable except as otherwise expressly provided. If Buyer fails to make any payment when due, Seller may suspend performance, charge the late fee set forth above and recover costs of collection.

Delivery and EXW Responsibilities

Delivery shall be Ex Works (EXW) Seller's premises or other agreed location. Seller's obligations are limited to making the Goods available for collection at the agreed delivery location and providing reasonable notice that the Goods are ready for collection. Seller shall not be responsible for loading onto the vehicle provided by Buyer unless otherwise agreed in writing.

Buyer shall be solely responsible for export clearance, carriage, insurance, import formalities, duties, taxes and all risks of loss or damage to the Goods from the time they are made available at the delivery location.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above following written notice. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or commercially sensitive information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall not disclose it to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or upon request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

Indemnification and Limitation of Liability

Buyer shall indemnify and hold Seller harmless from and against any claims, losses, liabilities and expenses arising out of Buyer's use, transport, export or import of the Goods, including without limitation claims arising from damage in transit after the Goods are made available at Seller's premises. Except for breaches of confidentiality or indemnity obligations, neither party shall be liable for incidental, consequential or punitive damages; aggregate direct liability shall in no event exceed the total amounts paid or payable under this Agreement for the affected Goods.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within the chosen state for resolution of disputes.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

Entire Agreement

This Agreement, including any schedules and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a joint venture, partnership or agency relationship. Headings are for convenience only and shall not affect interpretation.

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