Heating Supply Agreement

Heating Supply Agreement

This Heating Supply Agreement ("Agreement") is entered into as of by and between:

Supplier Name:    Supplier Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, delivering, and supplying heating fuel and associated materials and services required for heating systems; and

WHEREAS, Client requires a reliable supply of heating fuel and related deliveries for Client's premises and desires to purchase such supply from Supplier on the terms set forth in this Agreement; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to supply, delivery, acceptance, payment, confidentiality, and termination of the supply relationship.

SCOPE OF WORK

PAYMENT TERMS

Contract Price/Unit Price: $ per gallon (or as otherwise stated in individual purchase orders). Total estimated contract value: $

Invoices will be issued: Monthly    Per delivery    Other:

Payment Due: Net days from invoice date. Late fee:

All payments shall be made in lawful currency to Supplier at the address or account specified on Supplier's invoice. Client shall not withhold or set off any amount except as required by applicable law and with prior written notice to Supplier specifying the basis for any dispute.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public business information disclosed by the other party in connection with this Agreement that is designated as confidential or by its nature should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public other than by breach of this Agreement, or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of this Agreement, shall restrict disclosure to employees and contractors with a need to know, and shall implement reasonable measures to protect Confidential Information from unauthorized disclosure.

DELIVERY, TITLE, AND ACCEPTANCE

Delivery shall be FOB delivery address specified by Client in the applicable purchase order or as otherwise agreed. Title and risk of loss shall pass to Client upon delivery to the delivery location identified by Client, subject to inspection and acceptance as set forth below.

Client shall inspect deliveries promptly and shall notify Supplier in writing of any nonconforming quantities or quality within days of delivery. Failure to give timely notice shall constitute acceptance.

WARRANTIES AND LIMITATION OF LIABILITY

Supplier warrants that the products supplied shall substantially conform to the description in this Agreement and applicable purchase orders and shall be free from material defects in workmanship and materials at time of delivery. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS PROHIBITED BY APPLICABLE LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SUPPLIER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party, its officers, directors, and employees from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's negligence or willful misconduct, or (c) bodily injury or property damage caused by the Indemnifying Party's performance under this Agreement.

INSURANCE AND SAFETY

Supplier shall maintain, at its expense, commercial general liability insurance, automobile liability insurance, and workers' compensation insurance in amounts customary and adequate for the performance of its obligations under this Agreement. Minimum commercial general liability coverage: $ per occurrence.

Supplier shall comply with all applicable laws, regulations, and safe handling requirements in connection with transportation, storage, and delivery of heating fuels and related materials.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, strikes, labor disputes, natural disasters, governmental actions, shortages of fuel or transportation, or other force majeure events. The affected party shall promptly notify the other party of the occurrence and expected duration of the force majeure event.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any purchase orders, exhibits, and written amendments signed by both parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the addresses specified above or such other address as either party may designate by written notice to the other in accordance with this section.

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