Commercial Lubricant Agreement

COMMERCIAL LUBRICANT AGREEMENT

This Commercial Lubricant Agreement (the "Agreement") is made effective as of between Supplier Name: , with principal place of business at (hereinafter "Supplier"), and Buyer Name: , with principal place of business at (hereinafter "Buyer").

Recitals

WHEREAS, Supplier manufactures, supplies and sells industrial and commercial lubricants, greases and related products and maintains facilities and expertise to supply such products; and

WHEREAS, Buyer desires to purchase and Supplier desires to sell lubricants described in this Agreement on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows.

Scope of Work

Delivery and Acceptance

Supplier shall deliver product to Buyer's designated delivery location under Buyer purchase orders. Title and risk of loss shall pass to Buyer upon delivery to the carrier at Supplier's facility unless otherwise agreed in writing. Buyer shall inspect deliveries within a commercially reasonable time and shall notify Supplier in writing of any nonconformity within days of receipt. Absent timely notice, products shall be deemed accepted.

Payment Terms

Net 30 from invoice date
Prepaid
Payment upon delivery

Unpaid amounts shall accrue interest at from the due date until paid. Buyer shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in collecting overdue amounts.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach where the breaching party fails to cure the breach within thirty (30) days after written notice.

Confidentiality

Each party acknowledges that in connection with the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and product information disclosed by a party, whether oral, written or by inspection. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own similar information, but not less than reasonable care; (b) not disclose Confidential Information except to its employees, agents or permitted subcontractors with a need to know and subject to confidentiality obligations; and (c) not use Confidential Information except to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

Indemnification & Limitation of Liability

Supplier shall indemnify and hold Buyer harmless from claims arising out of Supplier's breach of warranty or Supplier's negligence in manufacturing the products. Buyer shall indemnify Supplier for claims arising out of Buyer's misuse, storage or handling of the products. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SUPPLIER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Compliance with Law

Each party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations hereunder, including those governing hazardous materials, transportation and workplace safety. Supplier represents that products delivered under this Agreement shall comply with supplier representations and applicable product safety standards at the time of delivery.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including all exhibits and incorporated purchase orders to the extent agreed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by an authorized representative of each party.

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 may designate in writing, and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that execution and performance of this Agreement will not violate any other agreement or obligation to which it is a party.

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