Delivery Service Disclaimer

Delivery Service Disclaimer

Recitals

WHEREAS, Provider: is engaged in the business of providing delivery and transportation services; and

WHEREAS, Client: desires to retain Provider to perform delivery services subject to the terms and disclaimers set forth herein; and

WHEREAS, the parties desire to allocate certain risks, responsibilities, and payment obligations arising from such delivery services, effective as of (the Effective Date).

Scope of Work

Provider shall perform the delivery services described below in accordance with the terms of this Agreement. Provider will pick up, transport, and attempt delivery of goods to recipient locations supplied by Client, subject to applicable laws, carrier limitations, and the terms of this disclaimer.

Delivery Disclaimer; Limitation of Liability; Indemnity

Provider will exercise commercially reasonable care in performing deliveries but does not guarantee delivery times, routes, or conditions. Client acknowledges and accepts that deliveries may be delayed or interrupted by events beyond Provider's reasonable control, including but not limited to weather, traffic, acts of God, strikes, theft, vandalism, law enforcement action, mechanical failure, or errors in recipient information.

Except for losses resulting from Provider's gross negligence or willful misconduct, Provider's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total payments received by Provider from Client in the six (6) months preceding the claim, or , whichever is greater. IN NO EVENT SHALL PROVIDER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR INDIRECT DAMAGES.

Client shall indemnify, defend and hold harmless Provider and its affiliates, officers, employees and agents from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of: (a) the nature, packaging, labeling, or contents of shipments provided by Client; (b) Client's failure to disclose hazardous materials or special handling instructions; or (c) Client's negligent or willful breach of this Agreement. Provider shall give prompt written notice of any claim subject to indemnity and shall cooperate, at Client's expense, in the defense or settlement thereof.

Payment Terms

All invoices are due pursuant to the Payment Schedule. Unpaid amounts shall accrue the Late Payment Fee until paid in full. Client is responsible for all reasonable collection costs, including attorneys' fees, for overdue sums.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, continues until End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for ten (10) days after written notice of such breach. Upon termination, Client shall pay Provider for all services rendered and costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic business, technical or financial information disclosed by one party to the other that is identified as confidential or that, by its nature, should be treated as confidential. Each party agrees to hold Confidential Information in confidence and to use it only for performance of this Agreement. Confidentiality obligations do not apply to information that is (a) already known to the receiving party without restriction, (b) publicly available other than by breach of this Agreement, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law or legal process (provided notice is given, when permissible, to the disclosing party).

The obligations in this section shall survive termination or expiration of this Agreement for years.

Insurance; Compliance

Provider shall maintain, at its sole cost, commercial general liability insurance and cargo/auto liability insurance customary for businesses performing delivery services and shall comply with all applicable laws, regulations, and licensing requirements governing transport of goods. Upon reasonable request, Provider shall provide certificates of insurance evidencing coverage.

Representations & Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that personnel performing deliveries are competent and that vehicles used are maintained in a commercially reasonable manner.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly and, if unresolved, submit to the jurisdiction of the state and federal courts located in that state.

Entire Agreement; Severability

This Agreement, together with any written attachments or schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral or written agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may subcontract deliveries to independent carriers so long as Provider remains responsible for fulfillment of its obligations. Notices shall be in writing and delivered to the addresses specified by the parties.

Sign Now