Construction Sand Gravel Document

CONSTRUCTION SAND AND GRAVEL SUPPLY AGREEMENT

Parties

Recitals

WHEREAS, Seller is engaged in the mining, processing, and sale of construction aggregate materials including sand, gravel and crushed stone, and represents that it has the capacity and permits necessary to supply such materials in accordance with agreed specifications; and

WHEREAS, Buyer requires delivery of construction sand and gravel for use in construction, roadway and civil works projects and desires to purchase those materials from Seller on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to supply, delivery, inspection, payment, and related matters effective as of the date set forth below: Effective Date:

Scope of Work

Seller agrees to supply and deliver construction sand, gravel and related aggregate materials to Buyer in accordance with the specifications, gradations, quantities and delivery schedule described below. Seller shall perform all material processing, stockpiling, loading and transportation coordination necessary to meet the delivery schedule.

Delivery, Inspection, and Acceptance

Delivery Location:

Delivery Window Start:    End:

All deliveries shall be accompanied by delivery tickets identifying purchase order number, material type, tonnage, and date. Buyer or its authorized representative shall have the right to inspect materials upon delivery. Materials delivered that fail to meet the agreed specifications shall be rejected and may be returned at Seller's expense or corrected within a commercially reasonable period. Title and risk of loss to materials shall pass to Buyer upon loading onto Buyer truck at Seller's plant unless otherwise agreed in writing.

Pricing and Payment Terms

Unit Price per Ton (USD):    Estimated Total Quantity (tons):

Invoices are payable within days of receipt. Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), compounded monthly, and Buyer shall be responsible for reasonable collection costs and attorneys' fees incurred by Seller in enforcing payment.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach of its terms by the other party if the breaching party fails to cure within days following written notice specifying the breach. Either party may terminate for convenience upon providing the other party with at least the notice period set forth above, subject to payment for materials delivered and work performed through the effective termination date.

Confidentiality

Each party shall keep confidential all non-public business, technical, pricing and operational information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is publicly available, rightfully received from a third party, independently developed, or required to be disclosed by law. Confidential Information shall be used only for performance under this Agreement and shall be returned or destroyed upon written request of the disclosing party or upon termination of this Agreement. Remedies for breach shall include injunctive relief and any available legal remedies.

Insurance and Indemnity

Seller shall maintain commercial general liability, automobile liability and, where applicable, workers' compensation insurance at limits customary in the industry and shall provide certificates evidencing such insurance upon reasonable request. Each party shall indemnify, defend and hold the other harmless from and against third-party claims arising out of its negligence or willful misconduct in connection with performance under this Agreement; provided that the indemnifying party shall have the right to control the defense of any such claim.

Compliance; Environmental, Health and Safety

Seller represents that supplied materials will comply with applicable specifications and environmental and safety laws and regulations. Seller shall be responsible for obtaining and maintaining all permits required for extraction, processing and transportation of materials. Buyer and Seller shall comply with applicable site safety rules when on the other party's premises.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, labor disputes, floods, fires, governmental acts or orders, shortages of fuel or raw materials, or civil unrest. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. Any dispute arising out of or relating to this Agreement shall be resolved as agreed in writing by the parties.

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Seller may assign to a successor in interest in connection with a sale of substantially all its assets.

Signatures

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