Delivery Agreement Clause

DELIVERY AGREEMENT CLAUSE

RECITALS

WHEREAS, Client Name: seeks delivery of goods and/or services described herein; and

WHEREAS, Supplier Name: has represented that Supplier can provide, pack, and deliver such goods and/or perform such services in accordance with the timelines and standards set forth below; and

NOW, THEREFORE, the parties agree that the following Delivery Agreement Clause shall govern the delivery obligations between the parties effective as of Effective Date: .

SCOPE OF WORK

DELIVERY TERMS

Delivery Point (place for tender of goods): . Supplier shall tender delivery during normal business hours unless otherwise agreed in writing.

Method of Delivery (carrier, FOB, hand delivery, etc.):

Costs of Delivery: Unless otherwise agreed, Delivery Costs shall be borne by: . Any prepaid or included freight charges shall be stated on the invoice.

Transfer of Title: Title to the goods shall pass to Client upon , unless the parties expressly agree otherwise in writing.

Risk of Loss: Risk of loss or damage shall transfer to Client upon . Supplier shall maintain packaging and handling practices sufficient to protect the goods in transit.

Client shall have calendar days from receipt to inspect goods and notify Supplier of any nonconformity. Absent timely notice, goods shall be deemed accepted.

PAYMENT TERMS

Total Contract Price (if applicable): $.

Payment Terms: Invoices are due within days of invoice date. Late payments shall accrue interest at % per month (or the maximum permitted by law).

Invoices shall reference delivery documentation and be sent to Invoice Address:

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if fixed): .

Either party may terminate this delivery arrangement for convenience upon days' prior written notice. Either party may terminate for material breach that is not cured within days after written notice of breach.

Upon termination, Client shall pay for conforming deliveries received and accepted by Client prior to the effective date of termination; Supplier shall ship any outstanding conforming goods if requested and accepted by Client in writing.

CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose Confidential Information of the other party. "Confidential Information" means nonpublic commercial, technical, or financial information disclosed in connection with this Clause, excluding information that is (a) known to the receiving party prior to disclosure, (b) becomes publicly available without breach, or (c) required to be disclosed by law.

Confidentiality obligations shall continue for years following termination or expiration of this Clause, unless otherwise required by law.

FORCE MAJEURE AND DELAYS

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, labor disputes, shortages, government action, or transportation disruption. The affected party shall give prompt written notice of a force majeure event and make reasonable efforts to mitigate its effects.

INSURANCE

Supplier shall maintain insurance coverage adequate for the nature of the goods and services, including commercial general liability and cargo insurance where applicable. Insurance shall name Client as additional insured where delivery involves on-site performance at Client premises. Evidence of insurance shall be provided upon request to: .

GOVERNING LAW

This Delivery Agreement Clause shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Clause, together with any incorporated schedules, purchase orders, and attachments, constitutes the entire agreement between the parties regarding delivery of the specified goods and services and supersedes all prior negotiations and representations. No amendment shall be effective except in a writing signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights under this Clause without the prior written consent of the other party, except that either party may assign to an affiliate or successor entity in connection with a merger or sale of substantially all assets.

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