Railroad Ties Agreement

Railroad Ties Agreement

This Railroad Ties Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Seller is engaged in the manufacture, treatment, and sale of railroad ties and related products and represents that it has the capacity, facilities and expertise to supply railroad ties in accordance with the specifications set forth herein;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, railroad ties meeting the specifications, quantities and delivery terms described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sale, delivery, payment and acceptance of such railroad ties.

Scope of Work

Seller shall manufacture, treat and deliver railroad ties in accordance with the specifications and quantities set forth below. The specific scope includes, without limitation, procurement of raw material, preservative treatment, quality inspection, packaging and delivery to the Delivery Location.

Payment Terms

Buyer shall pay Seller the Contract Price in accordance with the schedule below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Deposit Due Date:

Late Payment: Unpaid amounts shall accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law. In addition, Buyer shall pay a late fee of per month on overdue balances and a one-time administrative charge of .

Inspection, Acceptance and Warranty

Buyer shall have a reasonable inspection period of days from delivery to inspect lots for conformity. Nonconforming goods shall be reported in writing and Seller shall, at Seller's option, replace or repair nonconforming ties within a commercially reasonable time. Seller warrants that ties will conform to the express specifications set forth in this Agreement for a period of months from delivery.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice specifying the nature of the breach, provided that the breaching party fails to cure within such thirty (30) day period. Either party may terminate for insolvency, bankruptcy filing, or appointment of a receiver for the other party immediately upon written notice.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes any nonpublic information disclosed in connection with this Agreement, whether written, oral, or electronic. Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors with a need to know and who are bound to confidentiality no less protective than this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. The obligations in this Section shall continue for a period of years following termination.

Indemnification and Limitation of Liability

Seller shall indemnify, defend and hold harmless Buyer from and against third-party claims arising from Seller's gross negligence or willful misconduct in the manufacture or treatment of ties. Buyer shall indemnify, defend and hold harmless Seller from and against claims arising from Buyer's improper use, handling or installation of ties. Except for liability for bodily injury or death caused by a party's gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, governmental action, labor disputes, shortages of raw materials, pandemics, or transportation disruptions. The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the effect of the event.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising out of this Agreement shall be the state or federal courts located in that State.

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, oral or written, relating thereto. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Any notice required or permitted by this Agreement shall be in writing and delivered to the addresses set forth in the Parties section by hand, certified mail, or overnight courier. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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