Wood Contract Agreement

WOOD CONTRACT AGREEMENT

This Wood Contract Agreement (the "Agreement") is made as of Effective Date: by and between Supplier Name: with address ("Supplier"), and Buyer Name: with address ("Buyer"). Supplier and Buyer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Supplier is engaged in the business of harvesting, processing and selling wood, timber, lumber and related wood products; and

WHEREAS, Buyer desires to purchase and Supplier desires to sell the wood products described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective obligations with respect to quantity, quality, delivery, price and acceptance of the wood products.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the wood products to be supplied by Supplier as described in Section 2, including species, grade and dimensions. 1.2 "Delivery Date" means the scheduled date for delivery set forth in Section 4. 1.3 "Product Specifications" means the quality, grade and processing standards set forth in Exhibit A and in Section 3 of this Agreement.

2. SALE OF GOODS; SPECIFICATIONS

Supplier agrees to sell and Buyer agrees to purchase the Goods described below in the quantities and subject to the specifications set forth:

3. PRICE AND PAYMENT

3.1 Purchase Price: Buyer shall pay Supplier the Price of per , resulting in an estimated Total Price of .

3.2 Payment Terms: Buyer shall pay Supplier as follows: . Late payments shall accrue interest at until paid.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery Schedule: Supplier shall deliver the Goods in accordance with the Delivery Dates: First Delivery on or about and completion by , subject to Force Majeure.

4.2 Title and Risk of Loss: Title to and risk of loss for the Goods shall pass to Buyer upon , unless otherwise agreed in writing.

5. INSPECTION AND ACCEPTANCE

Buyer shall inspect the Goods upon receipt. Buyer shall notify Supplier of any nonconformity within days of delivery. Failure to timely notify shall constitute acceptance except for latent defects discovered thereafter which are reported promptly upon discovery.

6. WARRANTIES

Supplier warrants that, at the time of delivery, the Goods shall conform to the Product Specifications and shall be free from material defects in workmanship and materials. The foregoing warranty is exclusive and in lieu of all other warranties, whether express or implied, except that Supplier warrants good title to the Goods.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) resulting from the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in connection with performance under this Agreement.

8. INSURANCE

Supplier shall maintain commercial general liability and, where applicable, transportation insurance with minimum coverage limits of and shall provide certificates of insurance upon Buyer request.

9. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice of such breach. Termination shall not relieve either Party of obligations accrued prior to termination.

10. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental action, weather events, fire, flood or other casualties. The affected Party shall give prompt written notice to the other Party and make reasonable efforts to mitigate the effect of such event.

11. CONFIDENTIALITY

Each Party shall keep confidential all non-public commercial information disclosed by the other Party in connection with this Agreement and shall not disclose such information except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery and shall be effective upon receipt.

13. ASSIGNMENT; AMENDMENT; WAIVER

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement may be amended only by written instrument executed by both Parties. No waiver shall be effective unless in writing.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Agreement, including any exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding as originals.

ADDITIONAL TERMS

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