Delivery Acknowledgment Receipt

DELIVERY ACKNOWLEDGMENT RECEIPT AND SERVICE AGREEMENT

This Delivery Acknowledgment Receipt and Service Agreement (the "Agreement") is entered into by and between:

Effective Date:     Purchase Order / Reference No.:

RECITALS

WHEREAS, Sender is the owner or authorized shipper of the goods described herein and engages Carrier to transport such goods to Recipient; and

WHEREAS, Carrier accepts possession of the goods for delivery in accordance with the terms of this Agreement and acknowledges responsibility to deliver the goods to the designated delivery location; and

WHEREAS, Recipient agrees to inspect the goods upon delivery and to acknowledge receipt by signing this Delivery Acknowledgment Receipt, which will constitute evidence of delivery and acceptance subject to the inspection and claims provisions below.

DELIVERY DETAILS

Quantity:     Condition on Arrival:     Tracking/Ref No.:     Delivered Date:     Recipient Initials:

Quantity:     Condition on Arrival:     Tracking/Ref No.:     Delivered Date:     Recipient Initials:

SCOPE OF WORK

The Carrier shall pick up, transport, and deliver the goods described above in accordance with the delivery instructions provided by Sender and accepted by Carrier. Carrier shall exercise commercially reasonable care in handling and transporting the goods and shall provide any required proof of delivery documentation to Sender and Recipient.

PAYMENT TERMS

Total Amount Due: $

Late Payment Fee: . All payments are due as specified above. Carrier may withhold release of proof of delivery documents until payment terms are satisfied where permitted by applicable law.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach may be immediate if the breaching party fails to cure within a commercially reasonable period after receipt of written notice.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public business, financial, technical and other information disclosed by the other party in connection with this Agreement that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information does not include information that is (i) already known to the recipient without obligation of confidentiality, (ii) publicly available through no act or omission of the recipient, or (iii) rightfully received from a third party without restriction. The recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

RECEIPT CERTIFICATION, INSPECTION AND CLAIMS

Recipient certifies by signing below that it has received the goods listed above and has performed a reasonable visual inspection at the time of delivery. Except for visible damage or shortage noted on this form at delivery, acceptance of the goods shall be deemed final subject to the claims procedure below. Any claim for visible shortage or apparent damage must be noted on this receipt at the time of delivery. Claims for concealed damage or loss must be submitted in writing to Carrier and Sender within days of delivery and must include supporting documentation. Failure to provide timely notice shall be deemed acceptance of the goods in their delivered condition.

Title and risk of loss transfer as provided in the applicable shipping terms agreed between Sender and Recipient. Unless otherwise agreed in writing, Carrier's liability for loss or damage to goods shall be limited to the lesser of actual proven loss or the amount recoverable under applicable conventions or laws governing the carriage.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state indicated by the parties below, without regard to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the agreed jurisdiction for resolution of any disputes arising from or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and the delivery receipt embodied herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

By signing below, the parties acknowledge that they have read, understand and agree to the terms of this Delivery Acknowledgment Receipt and Service Agreement, and that the signatures set forth constitute valid and binding obligations of the parties.

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