Shipping FOB Document

Shipping FOB Document

This Shipping FOB Document (the Agreement) is entered into as of by and between Seller: (Seller) and Buyer: (Buyer). The Seller and Buyer are sometimes referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Seller is engaged in the sale and shipment of goods described herein and Buyer desires to purchase and receive such goods subject to the FOB terms set forth in this Agreement;

WHEREAS, the Parties desire to set forth their respective responsibilities for delivery, risk of loss, insurance, documentation and payment with respect to the shipment identified by Purchase Order No.: and Bill of Lading Reference: .

WHEREAS, the Parties intend that the FOB designation stated in this Agreement shall control allocation of risk of loss and responsibility for transport costs and insurance unless otherwise expressly agreed in writing.

SCOPE OF SHIPMENT

SHIPPING TERMS (FOB)

FOB designation (select applicable): FOB Origin (Seller's facility) FOB Destination (Buyer's facility)

Point of Delivery / Transfer of Title or Risk (if different from default FOB selection):

Carrier Name: Estimated Dispatch Date: Estimated Delivery Date:

SCOPE OF WORK

PAYMENT TERMS

Total Purchase Price (goods only): $ . Shipping charges: $ .

Late Payment Fee: . Buyer shall be responsible for all collection costs and reasonable attorneys' fees incurred by Seller to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date: .

Either Party may terminate this Agreement for cause upon written notice to the other Party specifying the breach and providing a cure period of days. Termination shall not relieve either Party of obligations accrued prior to termination, including payment and claims for damages.

CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose to third parties any non-public information exchanged in connection with this Agreement, including pricing, customer details, technical specifications, and logistics instructions, except as required by law or to those employees, agents or subcontractors who need such information to perform obligations under this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential information shall not include information that is or becomes publicly available through no breach of this Agreement.

RISK OF LOSS, INSURANCE, AND CARRIER OBLIGATIONS

Risk of loss and responsibility for freight charges shall be allocated in accordance with the FOB designation selected above. If FOB Origin is selected, risk of loss passes to Buyer at Seller's shipping point upon delivery to the carrier. If FOB Destination is selected, risk of loss remains with Seller until goods are delivered to the named destination and accepted by Buyer.

Insurance Responsibility: Seller Buyer. Insurance Requirements / Policy Limits:

Carrier shall procure and present, upon request, evidence of insurance, and shall comply with reasonable loading, stowage and routing instructions. Seller shall tender complete and accurate shipping documentation including bill(s) of lading, packing list, commercial invoice and any export/import documentation required for customs clearance.

INSPECTION, CLAIMS AND LIABILITIES

Buyer shall inspect goods promptly on receipt. Any shortage, damage, or defect must be reported to Seller in writing within days of delivery, together with reasonable documentation to support the claim. Failure to timely notify shall constitute acceptance of the goods.

EXCEPT FOR INDEMNIFICATION FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, AND TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT PAID OR PAYABLE FOR THE SPECIFIC SHIPMENT GIVING RISE TO THE CLAIM.

BILLS OF LADING, DOCUMENTATION AND CUSTOMS

Seller shall provide original bills of lading and required export documentation at the time of shipment. The party responsible for customs duties and taxes is: . Each Party shall cooperate promptly to provide documentation reasonably necessary to effect customs clearance and claims.

INDEMNITY

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims, losses, damages and expenses (including reasonable attorneys' fees) arising from its negligence, willful misconduct or breach of this Agreement, including claims arising out of improper packaging, inaccurate documentation, or failure to procure required permits or insurance.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the contact information set forth below or such other address as a Party may designate by notice to the other. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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