Shipping Depack Form

SHIPPING DEPACK FORM AND DEPACKAGING SERVICES AGREEMENT

Parties

Client Name:

Service Provider Name:

Recitals (WHEREAS)

WHEREAS, Client has received a shipment identified below requiring unloading, depackaging, inspection, and disposition of packaging material (the Services); and

WHEREAS, Provider operates facilities and personnel qualified to perform depackaging and inspection services and agrees to perform the Services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Shipment Identification

Shipment Reference:

Scope of Work

Depack Date:    Start Time:

Depack Checklist & Condition

Inspection Items Seal intact on arrival
Pallets stable / undamaged
Packaging damaged / punctured noted
Discrepancy in quantity / missing items noted
Hazardous materials declared / present

Payment Terms

Total Fee: $

Late Fee:

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period stated above. Provider may suspend Services immediately if hazardous materials not disclosed are discovered or for imminent safety concerns; Client remains responsible for all accrued charges.

Confidentiality

Each party shall maintain in confidence all non-public business information disclosed by the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (i) becomes publicly available without breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information. The receiving party shall use Confidential Information only to perform obligations under this Agreement. Breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies.

Liability; Indemnity; Inspection

Provider shall exercise reasonable care in performance of the Services. Except for gross negligence or willful misconduct, Provider's liability for direct damages arising from performance of Services shall be limited to the lesser of the total fees paid for the specific Services giving rise to the claim or $50,000. Client shall indemnify and hold Provider harmless from claims arising from Client-supplied hazardous materials, undisclosed special handling requirements, or inaccurate itemization. Client shall inspect goods at the time of depack and note any shortages or damage on this form; failure to timely note discrepancies shall be a basis to limit recovery.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict-of-law principles.

Entire Agreement

This document, together with any attachments and referenced order confirmations, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Acceptance Certification

By signing below the signatory confirms that the Services described above were performed to the signatory's reasonable satisfaction, that the inventory/damage described is accurate to the best of the signatory's knowledge, and that the signatory has authority to bind the party indicated.

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