Intent to Purchase Gravel

Intent to Purchase Gravel

Parties and Effective Date

Purchaser Name:

Supplier (Seller) Name:

Effective Date:

Recitals

WHEREAS, Purchaser desires to procure, in bulk, crushed aggregate material described as gravel for use in construction and site work, and Supplier is engaged in the production and sale of such material and has capacity to supply the estimated quantities under the terms set forth herein;

WHEREAS, the parties intend by this Intent to Purchase Gravel (the "Agreement") to set forth their mutual commitments with respect to quantity estimates, pricing basis, payment terms, delivery scheduling and confidentiality, with the understanding that certain detailed logistics may be further memorialized in a subsequent purchase order or definitive supply agreement;

WHEREAS, the parties agree that certain provisions of this Agreement, including payment of deposit and confidentiality obligations, are binding and enforceable as provided herein.

Scope of Work

Material specification (grade/size):

Estimated quantity: Unit of measure:

Delivery location:

Delivery

Delivery method (select all that apply): Supplier truck delivery Customer pickup Third-party carrier

Payment Terms

Unit price (per unit measure): Estimated total amount:

Deposit required at execution: Deposit is refundable only as set forth in this Agreement.

Late payment fee: Interest and collection costs payable by Purchaser for delinquent amounts.

Taxes and duties:

Inspection and Acceptance

Purchaser shall inspect delivered material within calendar days of delivery. Nonconforming material will be documented and Supplier shall, at Supplier's election, replace or credit such quantities. Acceptance criteria:

Term and Termination

Commencement date: Anticipated completion date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may occur immediately for material breach if the breaching party fails to cure within a commercially reasonable period after written notice.

Confidentiality

Each party agrees to hold in strict confidence all non-public business, technical and pricing information disclosed by the other party and marked or identified as confidential, or which by its nature would reasonably be considered confidential. Confidential information shall not include information that is publicly known without breach, independently developed, or required to be disclosed by law.

Upon termination or request, the receiving party shall promptly return or destroy confidential materials and certify in writing its compliance. The confidentiality obligations shall survive termination for a period of three (3) years.

Purchaser acknowledges confidentiality obligations:

Limitation of Liability & Risk of Loss

Risk of loss for material transfers to Purchaser passes at delivery point specified herein. Each party's liability for incidental or consequential damages is excluded to the maximum extent permitted by law, except for willful misconduct or gross negligence.

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.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Any notices required hereunder shall be in writing and delivered to the contact information provided above. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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