Pallet Sales Agreement

PALLET SALES AGREEMENT

THIS PALLET SALES AGREEMENT ("Agreement") is made as of by and between Seller: and Buyer: . Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is engaged in the business of supplying wooden and plastic pallets and related handling materials; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, certain pallets on the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK / DESCRIPTION OF GOODS

Seller shall sell and Buyer shall purchase the pallets described below (the "Goods"). The description, quantity and condition are set forth in this section and any schedules attached hereto.

PAYMENT TERMS

Buyer shall pay Seller the total purchase price in accordance with the schedule below. All amounts are payable in U.S. dollars, unless otherwise agreed in writing.

Deposit required: Yes    Amount: $    Due on or before:

Late Payment: Any amount not paid when due shall accrue interest at % per month (or the maximum lawful rate if lower) and a late fee of $.

DELIVERY, TITLE AND RISK OF LOSS

Delivery terms: . Seller shall use commercially reasonable efforts to deliver the Goods by .

Title and risk of loss shall pass to Buyer upon , unless otherwise agreed in writing.

INSPECTION AND ACCEPTANCE

Buyer shall inspect the Goods within days of receipt and shall notify Seller in writing of any nonconformity or defects. Absent timely notice, the Goods shall be deemed accepted.

WARRANTIES; DISCLAIMER

Seller warrants that it has good title to the Goods and the right to sell them. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. For used or reclaimed pallets, the Parties acknowledge that Goods are sold "AS IS" except for clear title.

TAXES AND FEES

Buyer shall be responsible for all sales, use, excise or other taxes, duties, fees or charges (other than taxes imposed on Seller's net income) arising from the sale, purchase, transportation or use of the Goods.

CONFIDENTIALITY

Each Party shall keep confidential all non-public commercial terms, pricing, customer information and other materials disclosed in connection with this Agreement ("Confidential Information") and shall not disclose such information to third parties except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is publicly available through no breach by the receiving Party or that is rightfully received from a third party without restriction.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure within days after written notice. Either Party may terminate for convenience upon days' prior written notice.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Buyer shall indemnify, defend and hold harmless Seller from and against any claims, damages or liabilities arising out of Buyer's use, resale or modification of the Goods, except to the extent caused by Seller's gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits delivered pursuant hereto, constitutes the entire agreement between the Parties with respect to the sale and purchase of the Goods and supersedes all prior or contemporaneous understandings, agreements, negotiations and communications, written or oral.

NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, courier, or personal delivery.

MISCELLANEOUS

No amendment or modification of this Agreement will be effective unless in writing and signed by both Parties. If any provision is held invalid, the remainder shall remain in full force and effect. The Parties are independent contractors; nothing herein creates a joint venture, partnership, agency or employment relationship.

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