Delivery Requirements Document

DELIVERY REQUIREMENTS DOCUMENT

This Delivery Requirements Document is entered into by the parties identified below and sets forth the delivery obligations, acceptance criteria, packaging and handling requirements, payment terms, and other material terms applicable to the delivery of goods or materials by Supplier to Client.

Parties

WHEREAS

WHEREAS, Client requires the delivery of specified goods or materials in accordance with the requirements set forth in this document; and

WHEREAS, Supplier represents that it is duly qualified and able to deliver the goods in the quantities, condition, and on the schedule required by Client; and

NOW, THEREFORE, the parties agree to the delivery requirements and terms set forth below.

Scope of Work

Delivery and Handling Requirements

Point of Delivery:

Ground freight / Truck Freight carrier Supplier pickup Other:

Supplier shall notify Client upon shipment. Client shall have days from receipt to inspect and either accept or reject delivered goods in writing. Rejected goods shall be remediated by Supplier within days at Supplier's expense.

Payment Terms

Delivery Price / Fee: $

Late Payment Fee: assessed on overdue amounts after days.

Term and Termination

Term Commencement Date: Day Month Year

Term Expiration Date: Day Month Year

Either party may terminate this document for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this document ("Confidential Information") and shall not disclose such information except to employees, agents, or contractors who have a need to know and who are bound by comparable confidentiality obligations. Confidential Information does not include information that is or becomes publicly available through no breach of this obligation, or that is rightfully received from a third party without restriction.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or at Client's request, Supplier shall return or destroy Confidential Information as directed and certify such return or destruction in writing.

Liability and Insurance

Supplier shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses arising out of Supplier's negligence or willful misconduct in connection with delivery. Supplier shall maintain insurance of types and amounts sufficient to cover its obligations hereunder, including commercial general liability and, where applicable, cargo insurance. Supplier shall provide certificates of insurance upon request.

Change Orders

Any change to the goods, quantities, delivery schedule, price, or other material terms shall be made only by a written change order signed by authorized representatives of both parties. Supplier shall continue to perform undisputed obligations pending agreement on any change.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including natural disasters, acts of government, strikes, or shortages of transportation or raw materials, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

Notices

Notices shall be delivered to the contact designated by each party below and shall be effective upon receipt.

Governing Law; Entire Agreement

This document shall be governed by and construed in accordance with the laws of the jurisdiction set forth below without regard to its choice of law principles.

Governing State:

This document, together with any incorporated documents and authorized change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

Miscellaneous Provisions

If any provision of this document is held invalid or unenforceable, the remainder of the document shall remain in full force and effect. The parties acknowledge that remedies at law for breaches may be inadequate and that specific performance, injunctive relief, and other equitable remedies may be appropriate.

Neither party may assign its rights or delegate its obligations under this document without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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