Legal Delivery Document Template

LEGAL DELIVERY DOCUMENT TEMPLATE

This Legal Delivery Document ("Agreement") is made and entered into as of Effective Date: by and between Deliverer Name: with principal address and Recipient Name: with principal address .

Recitals

WHEREAS, Deliverer is in the business of supplying, packing and transporting goods and has agreed to deliver certain goods described below to Recipient in accordance with the terms of this Agreement; and

WHEREAS, Recipient desires to receive, inspect and accept the Goods subject to the delivery terms, inspection rights and remedies set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective responsibilities with respect to packing, shipment, risk of loss, insurance, inspection and acceptance of the Goods.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definitions

1.1 "Goods" means the items to be delivered as described in the Delivery Schedule and Itemization below. Itemization (describe goods, quantities, and unit measures):

1.2 "Delivery" means transfer of possession of the Goods to Recipient at the Delivery Location in conformance with this Agreement.

2. Delivery; Delivery Location; Shipping Terms

2.1 Deliverer shall deliver the Goods to Recipient at Delivery Location: during the agreed Delivery Window set forth in Section 3.

2.2 Shipping terms (check applicable box — select at time of execution): FOB Origin FOB Destination The chosen shipping term governs the transfer of risk as expressly set forth in Section 4.

3. Delivery Schedule and Performance

3.1 Deliverer shall deliver Goods in accordance with the schedule below. If dates are not met, Deliverer shall promptly notify Recipient and propose an alternative schedule for Recipient's approval, which shall not be unreasonably withheld.

3.2 Time is of the essence with respect to any delivery dates specifically designated as "time-critical" in the Delivery Schedule.

4. Title and Risk of Loss

4.1 Title to the Goods shall pass to Recipient upon delivery and acceptance at the Delivery Location unless Parties have selected FOB Origin, in which case title and risk of loss shall pass upon tender to the carrier at Deliverer's facility.

4.2 Risk of loss for Goods in transit shall be governed by the shipping term selected in Section 2.2. Deliverer shall ensure that the carrier issues a bill of lading for each shipment. Carrier Name: Bill of Lading No.:

5. Packing, Labeling and Delivery Documents

5.1 Deliverer shall pack and label Goods in accordance with ordinary commercial standards and any special instructions set forth in the Delivery Schedule or purchase order. All shipments shall be accompanied by a packing slip, bill of lading and any required certificates or permits.

5.2 Packing Slip No./Reference:

6. Inspection and Acceptance

6.1 Recipient shall have the right to inspect the Goods upon delivery and shall notify Deliverer of any nonconformity or shortage within days of receipt. Absent timely notice, Goods shall be deemed accepted.

7. Insurance and Liability

7.1 During transit and until acceptance of the Goods, Deliverer (or its carrier, as applicable) shall maintain insurance covering property loss and damage with minimum limits of .

7.2 Deliverer shall be liable for loss or damage to Goods caused by Deliverer's negligence, willful misconduct or failure to comply with the packing and shipping instructions in this Agreement.

8. Indemnification

8.1 Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct in connection with the delivery or handling of the Goods.

9. Limitation of Liability

9.1 Except for liability arising from willful misconduct, gross negligence, or obligations expressly arising under Section 8 (Indemnification), neither Party shall be liable to the other for incidental, consequential, or punitive damages. The aggregate liability of either Party for direct damages arising from or related to this Agreement shall not exceed .

10. Confidentiality

10.1 Each Party shall keep confidential any business, technical or financial information disclosed by the other Party in connection with this Agreement and shall not use or disclose such information except as necessary to perform rights and obligations under this Agreement or as required by applicable law.

11. Notices

11.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

12. Amendments; Waiver; Counterparts

12.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original.

13. Governing Law; Entire Agreement; Severability

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties: , without regard to its conflict of law principles.

13.2 This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals and agreements, whether written or oral.

13.3 If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

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