Sales County Contracts

SALES COUNTY CONTRACTS

Parties and Contract Reference

This Sales County Contract ("Contract") is entered into as of Effective Date: by and between Seller Name: and County Buyer Name: .

Corporation LLC Individual Other (specify):

Billing and Contact Information

Goods / Services

Seller shall provide the goods and/or services described below in accordance with the quantities, specifications, and delivery schedule set forth in this Contract.

Payment Terms

Payment shall be made in United States dollars within days from receipt of an undisputed invoice that complies with the invoicing requirements of the Buyer. Accepted payment methods:

Wire Transfer ACH Check Credit Card

Late payments shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law. A late processing fee of may be assessed after notice and failure to cure within days.

Delivery; Risk of Loss; Title

Delivery Method: . Delivery Date: . Place of Delivery: .

Unless otherwise expressly agreed in writing, title and risk of loss pass to Buyer upon delivery to the delivery location specified above, except where terms specify otherwise (e.g., FOB Seller).

Warranty

Seller warrants that all goods and services furnished under this Contract shall: (a) conform to the specifications and be free from defects in materials and workmanship; (b) be merchantable and fit for the intended purpose when properly used; and (c) comply with all applicable laws and regulations. Warranty remedy period: days from acceptance.

Returns, Refunds, and Acceptance

Buyer shall inspect goods upon receipt and shall notify Seller in writing of any nonconformity within days. Failure to timely notify shall constitute acceptance, unless the nonconformity was latent and could not reasonably have been discovered.

Returns accepted by Seller are subject to a restocking fee of unless otherwise agreed in writing. Refunds will be issued within days after Seller's receipt and verification of returned goods.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property obligations, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits. The aggregate liability of either party for breach of this Contract shall not exceed the total amount paid or payable under this Contract, unless otherwise required by applicable law.

Seller shall indemnify, defend and hold harmless Buyer, its officers, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Seller's breach of this Contract, (b) any negligent or willful act or omission of Seller, or (c) alleged infringement of any intellectual property rights by the goods or services supplied. Buyer shall provide Seller prompt written notice of any claim and cooperate in the defense.

Insurance

Seller shall maintain and provide evidence of insurance coverage sufficient to cover its obligations hereunder, including commercial general liability with limits of not less than per occurrence, workers' compensation as required by law, and automobile liability where applicable. Certificates of insurance shall be furnished upon request.

Compliance with Laws and Policies

Seller shall comply with all applicable federal, state, and local laws, ordinances, regulations and procurement rules applicable to performance under this Contract, including but not limited to labor, safety, environmental, and non-discrimination laws. Seller certifies that it is not debarred or suspended from contracting with public entities.

Term; Termination

This Contract shall commence on the Effective Date and remain in effect until completion of Seller's obligations, unless earlier terminated as provided herein. Buyer may terminate for convenience upon days' written notice, and may terminate for cause effective immediately upon written notice if Seller materially breaches this Contract and fails to cure within days.

Dispute Resolution; Governing Law

The parties shall attempt in good faith to resolve disputes arising under this Contract through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the county seat of Buyer unless the parties agree otherwise. This Contract shall be governed by the laws of the State of , without regard to conflict of law principles.

Confidentiality

Records; Audit Rights

Seller shall retain all records related to this Contract for a period of not less than years after final payment. Buyer or its authorized representatives shall have the right to audit and inspect such records upon reasonable notice during normal business hours.

Assignment and Subcontracts

Seller shall not assign this Contract or subcontract material obligations without Buyer’s prior written consent, which shall not be unreasonably withheld. Assignment without consent is void and may result in termination for cause.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party designates by notice.

Miscellaneous

This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment shall be effective unless made in writing and signed by both parties. If any provision is held invalid, the remainder of the Contract shall remain in full force and effect.

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