Delivery Terms Agreement

DELIVERY TERMS AGREEMENT

This Delivery Terms Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client purchases goods or services requiring coordinated delivery logistics, handling, and acceptance testing; and

WHEREAS, Supplier has expertise, capacity, and agrees to provide delivery, packing, and related services in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations concerning scheduling, risk of loss, inspection, payment and dispute resolution with respect to deliveries made under this Agreement.

SCOPE OF WORK

Supplier shall deliver the goods and/or perform delivery services as described below. Deliverables shall conform to the specifications, quantities, and delivery schedule set forth in this Agreement or in purchase orders issued under this Agreement.

PAYMENT TERMS

Client shall pay Supplier the amounts set forth below in United States dollars, unless otherwise agreed in writing. Invoices shall reference the related purchase order or delivery ticket and supporting documentation.

All undisputed amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is specified, at the maximum rate permitted by applicable law. Client may withhold payment only for legitimate disputed amounts and must provide written notice describing the basis for the dispute.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this section, continues until the End Date or completion of the obligations of both parties.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations that accrued prior to termination, including payment for deliveries made and accepted.

DELIVERY, RISK OF LOSS, INSPECTION

Unless otherwise expressly provided, risk of loss and title shall pass in accordance with the agreed delivery method. Supplier shall pack, mark and ship all goods in accordance with industry standards and any packing instructions provided by Client. Supplier shall procure and maintain insurance sufficient to cover loss or damage to goods while in transit if Supplier bears risk of loss.

Client shall have a reasonable period of time, not to exceed days after delivery to inspect and reject nonconforming goods. Rejected goods shall be returned at Supplier's expense and Supplier shall, at Client's option, promptly replace or refund the purchase price.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, governmental action, epidemics, fires, floods, or shortages of transportation or supplies. The affected party must provide prompt written notice and use commercially reasonable efforts to mitigate the effect of the event.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose any nonpublic information disclosed by the other party that is marked or reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall be used solely for the performance of this Agreement. Confidential obligations shall continue for years from the date of disclosure, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from gross negligence or willful misconduct in connection with performance under this Agreement. Except for liability arising from willful misconduct, bodily injury or infringement, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability shall not exceed the amounts actually paid by Client to Supplier under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any purchase orders, statements of work, or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or such other address as either party designates by written notice. Notices shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship unless expressly stated.

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