Commodity Trade Forms

Commodity Trade Form

This Commodity Trade Agreement (the Agreement) is made and entered into on Trade Date: by and between Seller Name: ("Seller") and Buyer Name: ("Buyer"). Seller and Buyer are each a Party and together the Parties.

WHEREAS

WHEREAS, Seller is engaged in the business of producing, marketing and selling the commodity identified below and represents that it has the authority and capacity to sell such commodity; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the commodity described herein pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend for this Agreement to set forth the full terms governing the sale, delivery, inspection and payment for the commodity.

Scope of Work

Commodity Details

Delivery and Inspection

Delivery Window: From to . Seller shall provide advance shipment notice and all customary documentation required for transfer of goods and title.

Inspection: Unless otherwise agreed, Buyer shall have the right to inspect the commodity at delivery or, if agreed, pre-shipment inspection by an independent inspector at Seller's expense. Inspection procedures and acceptance criteria are set forth in the Detailed Quality & Inspection Requirements.

Payment Terms

Payment Method: Payment shall be made by wire transfer or other instrument as agreed in writing to the account designated by Seller. Seller shall provide banking details to Buyer in writing. Unless otherwise agreed, Buyer shall remit cleared funds no later than calendar days from receipt of Seller's invoice and required shipping documents.

Late Payment: Any undisputed amount not paid when due shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower, calculated daily from the date due until paid.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Party shall treat as confidential all commercial, technical, and financial information disclosed by the other Party in connection with this Agreement, whether marked confidential or not, and shall not disclose such information to any third party except to its employees, agents, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Representations and Warranties; Liability

Each Party represents that it has the corporate power and authority to enter into and perform its obligations under this Agreement. Seller warrants that at delivery the commodity will conform to the quality specifications set forth herein. Except for the express warranties stated in this Agreement, the commodity is provided on an "AS IS" basis and Seller disclaims all other warranties to the extent permitted by law.

Limitation of Liability: Except for claims arising from wilful misconduct, fraud or gross negligence, neither Party shall be liable to the other for indirect, incidental, consequential or punitive damages. The Parties' aggregate liability under this Agreement shall not exceed the amount actually paid or payable under the applicable transaction.

Force Majeure

Neither Party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, embargoes, governmental actions, or supply chain disruption. The affected Party shall notify the other Party of the occurrence of a force majeure event and use commercially reasonable efforts to mitigate its effect.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of that State for disputes arising out of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below or to such other address as a Party may designate in writing.

Entire Agreement

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by both Parties.

Additional Provisions

Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar corporate transaction.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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