Legal POD Document

Legal POD Document

This Proof of Delivery Agreement is entered into on this day of , by and between Client Name: whose principal place of business is at , and Carrier Name: with principal place of business at (each a "Party" and together the "Parties").

Recitals

WHEREAS, the Carrier is engaged in the business of transporting goods and providing delivery confirmation services; and

WHEREAS, Client has contracted for the transportation and delivery of certain goods described below and requires an executed proof of delivery documenting receipt and condition of such goods; and

WHEREAS, the Parties desire to record the terms under which delivery is acknowledged, the transfer of risk, inspection rights, claims procedures, and related obligations.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. Definitions

For purposes of this Agreement: "Goods" means the items described in Section 2; "Delivery" means the physical transfer of possession of the Goods to the Recipient at the delivery location and time recorded on the proof of delivery; "Recipient" means the person or entity that signs the proof of delivery acknowledging receipt.

2. Description of Goods and Delivery Details

Scheduled Delivery Date: . Delivery Location:

3. Delivery and Acceptance

Carrier shall tender the Goods to the Recipient at the Delivery Location during normal business hours. Recipient shall have the right to inspect the Goods at the time of delivery and shall indicate acceptance or note exceptions on the proof of delivery form. Acceptance by signature on the proof of delivery constitutes prima facie evidence of delivery and receipt in good order except for such exceptions as are expressly noted.

Recipient acknowledges the following at the time of delivery: Delivered in apparent good order Visible damage noted

4. Risk of Loss and Title

Unless otherwise agreed in writing, risk of loss or damage to the Goods passes from Carrier to Client upon physical delivery to the Recipient and execution of the proof of delivery by an authorized representative of the Recipient. Title transfer, if applicable, shall be governed by the controlling sale, shipping or sale documentation agreed between the Parties.

5. Claims; Time Limits

Any claim for loss, shortage, or damage must be asserted in writing to the Carrier within forty-eight (48) hours of delivery for visible damage and within seven (7) days of delivery for non-visible damage, together with reasonable supporting documentation. Failure to timely notify Carrier shall constitute an absolute bar to recovery.

6. Carrier Representations and Limitations

Carrier represents that it is duly authorized and licensed to perform transportation services described herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CARRIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CARRIER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THE TRANSPORTATION OR DELIVERY OF THE GOODS, EXCEPT FOR DAMAGES RESULTING FROM CARRIER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligent acts or omissions, or willful misconduct.

8. Confidentiality

The Parties agree to maintain the confidentiality of non-public information disclosed in connection with performance under this Agreement and shall not disclose such information except as required by law or with the other Party's prior written consent.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, commercial courier, or other delivery service that provides proof of delivery.

10. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties below without regard to conflict of law rules. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings relating thereto. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. Additional Provisions

The Parties may insert any additional delivery-specific instructions or agreed terms below:

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