Dairy Product Order

DAIRY PRODUCT ORDER AND SUPPLY AGREEMENT

This Dairy Product Order and Supply Agreement (the Agreement) is entered into as of Effective Date: by and between Seller Name: and Buyer Name: .

WHEREAS

WHEREAS, Seller is engaged in the production, processing and distribution of dairy products and has facilities and capacity to supply such products under commercially reasonable standards;

WHEREAS, Buyer desires to purchase and receive specified dairy products for resale or use in Buyer’s commercial operations, subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms for the order, delivery, inspection, payment and confidentiality of transactions between them.

SCOPE OF WORK

Seller agrees to supply and deliver the dairy products described in Order Details below in accordance with the specifications, quantities and delivery schedule specified. Buyer agrees to accept delivery, inspect products and make payments in accordance with the Payment Terms section.

ORDER DETAILS

Order Number:   Order Date:

Requested Delivery Date:   Lead Time (days):

PAYMENT TERMS

Buyer shall pay Seller the Total Amount Due in accordance with the schedule below. Payments shall be made in cleared funds to Seller's nominated account unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid on the due date shall accrue interest at the lesser of (a) a monthly rate equal to % per month, or (b) the maximum rate permitted by law. Buyer shall also be responsible for any reasonable collection costs incurred by Seller.

DELIVERY AND ACCEPTANCE

Seller shall deliver goods in appropriate refrigerated or temperature-controlled transport where required. Risk of loss shall pass to Buyer upon delivery to Buyer’s specified delivery address, subject to Buyer's right to inspection and rejection as set forth below.

Inspection Period: Buyer shall inspect delivered goods within days of delivery. Nonconforming goods must be reported in writing to Seller within that period together with reasonable supporting evidence. If Buyer fails to notify Seller within the inspection period, goods will be deemed accepted.

WARRANTIES & LIABILITY

Seller warrants that, at the time of delivery, the dairy products shall conform to the specifications expressly set forth in this Agreement and shall be fit for normal consumption uses consistent with product type. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN THIS PARAGRAPH, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for damages arising from Seller's gross negligence or willful misconduct, Seller's aggregate liability for any claim arising under or related to this Agreement shall not exceed the amounts actually paid by Buyer to Seller under the specific order giving rise to the claim.

CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other party, except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information includes pricing, formulas, processes, product specifications, customer lists and business terms.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was known to the receiving party prior to disclosure; or (c) is required to be disclosed by law, provided that the receiving party provides prompt written notice and takes reasonable steps to limit disclosure.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice. Either party may also terminate for insolvency, bankruptcy, or cessation of business by providing written notice to the other party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules and the specific order details set forth above, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, warranties and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Sign Now