Timber Supply Agreement

TIMBER SUPPLY AGREEMENT

This Timber Supply Agreement ("Agreement") is entered into as of Effective Date: by and between Supplier Name: and Buyer Name: .

PARTIES AND CONTACTS

RECITALS

WHEREAS, Supplier is engaged in the harvest, processing and sale of timber and related forest products and represents that it has legal authority to sell the timber described herein; and

WHEREAS, Buyer desires to purchase timber from Supplier under the terms set forth in this Agreement for use in Buyer’s manufacturing, resale or other commercial purposes; and

WHEREAS, the parties desire to set forth the terms and conditions governing the supply, delivery, inspection and payment for timber as provided below.

SCOPE OF WORK

DELIVERY, SPECIFICATIONS AND QUANTITY

Timber Species:   Grade/Specification:

Inspection Period after Delivery: days. Supplier shall permit Buyer reasonable access for inspection and sampling; Buyer must notify Supplier in writing of material nonconformity within the inspection period.

PAYMENT TERMS

Price per Unit: $ per unit as defined in Scope of Work. Total Estimated Contract Price: $.

Initial Deposit (if any): $. Invoices are due within days after receipt. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for Convenience upon days' prior written notice. Either party may terminate for Material Breach if the breaching party fails to cure the breach within 30 days after written notice specifying the breach. Termination does not relieve Buyer of payment for timber delivered prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party without prior written consent any non-public information received from the other party relating to pricing, operational practices, forest locations, stumpage rates, or other business information designated as confidential. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

WARRANTIES, INSPECTION & LIABILITY

Supplier warrants that timber will conform to the agreed specifications at the time of delivery and that Supplier has clear title to the timber. EXCEPT AS EXPRESSLY PROVIDED, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer shall inspect delivered timber within the Inspection Period and shall give written notice of any nonconformity. Supplier's sole obligation for nonconforming timber shall be, at Supplier's option, to replace, repair, or refund the price for the nonconforming timber.

Neither party shall be liable for incidental, consequential, or punitive damages except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations.

INDEMNIFICATION & INSURANCE

Supplier shall indemnify and hold Buyer harmless from claims arising out of Supplier's breach of title, violations of law related to harvest, or Supplier's negligence in harvesting operations. Each party shall maintain insurance customary for its operations, including commercial general liability and, if applicable, workers' compensation, with limits adequate to cover the risks under this Agreement.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, fires, storms, floods, labor disputes, governmental action, or epidemic. The affected party shall give prompt written notice and shall use commercially reasonable efforts to resume performance. If force majeure prevents performance for more than 90 days, either party may terminate upon written notice.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any litigation shall be in the courts located within that State.

ENTIRE AGREEMENT

This Agreement, including all attachments and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to a successor acquiring substantially all of Buyer's assets without such consent. Severability: If any provision is held invalid, remaining provisions remain in effect. Remedies: Remedies are cumulative and in addition to any remedies at law or equity.

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