Firewood Sales Agreement

Firewood Sales Agreement

Parties

Seller Name:

Buyer Name:

Recitals

WHEREAS, Seller harvests, processes and sells firewood consisting of seasoned split hardwood and softwood appropriate for domestic heating and outdoor use; and

WHEREAS, Buyer desires to purchase and Seller desires to sell commercially acceptable quantities of firewood under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this Agreement to set forth the rights and obligations of each party with respect to sale, delivery, inspection, payment and risk allocation.

Scope of Work

Seller agrees to provide, and Buyer agrees to purchase, the firewood described below in accordance with the terms of this Agreement. Specific quantities, species, seasoning and delivery instructions shall be as described in the Scope of Work.

Delivery and Quantity

Quantity (in cords or other unit):

Price per unit: $ Total purchase price: $

Delivery date or window:

Delivery method:

Payment Terms

Buyer shall pay Seller the Total Purchase Price in accordance with the schedule below. Time is of the essence for all payment obligations. Unless otherwise stated, all amounts are payable in U.S. dollars.

Late payment charge: If unpaid more than days, Buyer shall be charged the late payment amount and Seller may suspend deliveries.

Inspection and Acceptance

Buyer shall inspect delivered firewood within the acceptance period below and shall notify Seller in writing of any nonconformity within that period. Absent timely written notice, Buyer shall be deemed to have accepted the delivery.

Acceptance period (days):

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section. Either party may terminate for cause upon material breach that remains uncured after the Notice Period.

Start Date: End Date:

Notice Period for breach (days):

Upon termination, Buyer shall pay for all firewood delivered and accepted and reimburse Seller for reasonable costs incurred in preparing undelivered but contracted firewood, less any offset for Seller's failure to perform.

Confidentiality

Each party shall keep confidential all non-public business information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly available, independently developed without use of the other's confidential information, or rightfully obtained from a third party without restriction.

A receiving party may disclose confidential information to the extent required by law, provided it gives prompt written notice to the disclosing party and cooperates to seek confidential treatment or protective order where available.

Warranties; Limitation of Liability; Indemnity

Seller warrants that firewood delivered will conform to the species, cord definition and seasoning description in the Scope of Work and will be free from title defects. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental or punitive damages. Seller's aggregate liability for any claim arising out of this Agreement shall be limited to the Total Purchase Price paid by Buyer for the affected delivery.

Buyer shall indemnify, defend and hold Seller harmless from and against any third-party claims arising from Buyer’s negligent use, storage or disposal of the firewood, except to the extent caused by Seller's gross negligence or willful misconduct.

Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, severe weather, fires, strikes, pandemics, government actions or shortages of material. The affected party shall promptly notify the other and make reasonable efforts to resume performance.

Taxes and Fees

Unless otherwise stated, Buyer shall be responsible for all sales, use, consumption and other taxes and fees arising from the sale, delivery or use of the firewood. If Seller is required to collect or pay such taxes, Buyer shall reimburse Seller upon invoice.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to attempt good faith negotiation prior to initiating litigation; any unresolved dispute shall be brought in the state or federal courts located in the chosen state.

Entire Agreement; Modification

This Agreement, including any exhibits or written orders incorporated herein, constitutes the complete and exclusive statement of the parties’ agreement concerning its subject matter and supersedes all prior proposals, negotiations and agreements. No amendment, modification or waiver shall be effective unless in a writing signed by both parties.

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, employment, or agency relationship.

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