Delivery Options for Chlorine

DELIVERY OPTIONS FOR CHLORINE

Supplier Name:      Client Name:

WHEREAS

WHEREAS, Supplier is engaged in the sale and delivery of chlorine and related chemical products and possesses the facilities and carriers necessary to provide hazardous materials transportation and delivery services in accordance with commercially reasonable industry standards; and

WHEREAS, Client requires delivery of chlorine under specified packaging and handling options and desires to procure such deliveries from Supplier subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

DELIVERY OPTIONS

The parties select the following delivery methods and handling requirements. Supplier shall supply chlorine only in the packaging and with the transport methods checked below, subject to applicable safety and regulatory requirements.

Bulk tanker (tank truck) — on-site unloading by Supplier's certified carrier

55-gallon drums — palletized    Drum size/spec:

Cylinders (ton or 150 lb) — specify cylinder type:

On-site dispensing system installation/provision

Palletized drums (secure strapping and corner protectors)

PAYMENT TERMS

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 convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice for a material breach that remains uncured for thirty (30) days following written notice of such breach.

SAFETY, COMPLIANCE AND INSPECTION

Supplier shall package, label and transport chlorine in compliance with all applicable hazardous materials and transportation laws and regulations and shall provide current Safety Data Sheets (SDS) and shipping papers to Client at or before each delivery. Supplier warrants that carriers used are licensed, insured, and qualified to transport hazardous materials.

Client shall provide safe, unobstructed access for delivery, proper on-site equipment for unloading where required, and shall ensure personnel performing on-site receipt and handling have appropriate training for hazardous materials. Risk of loss transfers to Client upon offloading at the delivery address unless otherwise agreed in writing.

Inspection: Client shall inspect deliveries promptly and notify Supplier of any visible shortages or nonconforming packaging within twenty-four (24) hours. Failure to timely notify Supplier shall constitute acceptance of the delivered goods.

CONFIDENTIALITY

Each party shall hold confidential and shall not disclose to any third party any non-public business, technical or financial information disclosed by the other party in connection with this Agreement, except to those employees, agents, contractors or carriers who need to know the information to perform obligations hereunder and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

Confidentiality obligations do not apply to information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is required to be disclosed by law or by competent authority; provided, that the receiving party gives prompt written notice to the disclosing party when disclosure is required so the disclosing party may seek protective measures.

INDEMNIFICATION AND INSURANCE

Supplier shall indemnify and hold harmless Client from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Supplier's negligence or willful misconduct in connection with the manufacture, packaging, labeling or shipment of chlorine. Client shall indemnify Supplier for claims arising from Client's improper storage, handling or misuse of chlorine after delivery.

Each party shall maintain commercial general liability and, where applicable, hazardous materials and transportation insurance sufficient for the risks associated with performance under this Agreement and shall provide certificates of insurance upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties at the time of execution. The parties agree that any dispute arising under or relating to this Agreement shall be resolved in the courts located in the selected jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any schedules, purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgement: By signing below, each party represents and warrants that it has authority to enter into this Agreement and that it accepts the delivery options, payment terms, and other provisions set forth herein.

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