DIESEL EXHAUST FLUID SUPPLY CONTRACT

DIESEL EXHAUST FLUID SUPPLY CONTRACT

This Contract is entered into on this _______ day of________________, 20____ between one:

                                                      (Herein known as the Seller/Supplier)

                                                                                    AND

                                                     (Herein known as the Buyer/Purchaser)

The Parties herein agree as follows:

1. ENTIRE AGREEMENT.

Except as otherwise agreed in writing by the Buyer and the Seller, these General Terms and Conditions (“Terms”) constitute the final expression of the agreement between the Buyer and the Seller with respect to the subject matter hereof and a complete, fully integrated and exclusive statement of their agreement in this regard. There are no understandings, agreements, covenants, representations or warranties of any kind, express or implied, not expressly set forth herein. No provision of any purchase order or other document issued by the Buyer will alter or add to the terms of these Terms other than general commercial terms that vary from purchase order to purchase order such as location, dates and price, and any such provision or modification will be void and of no effect. No modification or extension of these Terms by The Buyer will be binding unless it is in writing and is signed by an authorized representative of the Seller. No modification of these Terms shall be effected by the parties’ course of dealing, usage, or trade custom. In addition, no application of §2.207 of the Uniform Commercial Code (or its local equivalent) to “knock out” or otherwise modify, amend, supplement or supersede any terms or conditions of these Terms shall have any effect and is expressly rejected. By taking delivery of the Product(s), the Buyer shall be conclusively deemed to have accepted and assented to these Terms. In the event that the Buyer and the Seller engage in any electronic transactions, including, but not limited to, electronic data interchange or facsimile exchanges, such electronic exchanges shall be considered as valid and legally binding and shall be subject to these Terms.

• COMMENCMENT AND DURATION

This agreement shall come into force upon execution and remain in force for a period of 12 months and shall automatically renew for a similar period unless a contrary intention is expressed by the parties and due notice given

• SEPARATE TRANSACTIONS.

All purchase orders shall be subject to written acceptance by the Seller. Each shipment shall constitute a separate and independent transaction and the Seller may recover for each such shipment without reference to any other shipment. If the Buyer is in default of any term or condition of these Terms, the Seller may, at its option, without waiving its right to terminate these Terms, defer further shipments hereunder until such default is remedied or, in addition to any other right or remedy at law or in equity, the Seller may decline further performance of these Terms. The Seller may furthermore delay or refuse to ship the Product(s) to the Buyer if the Buyer delays delivery, is in breach of any provision of these Terms, or if in the Seller’s opinion the delivery or use of the Product(s) may result in an environmental, health or safety danger or hazard. The Seller may, but shall not be obligated to, grant credit terms to the Buyer. Acceptance of any order is subject to final credit approval by the Seller. If in the judgment of the Seller, the financial responsibility of the Buyer shall at any time become impaired, the Seller may, without notice to the Buyer, suspend credit, cancel any unfilled orders, and/or decline to make further deliveries under these Terms except upon receipt, before shipment, of payment in full or satisfactory security for such payment. The Buyer agrees, upon request, to provide the Seller with its most recent financial statements and such other evidence of corporate and financial standing as the Seller may reasonably request from time to time to evaluate the Buyer’s creditworthiness.

• ORDER DETAILS

The Supplier agrees to supply diesel exhaust fluid to the Purchaser in strict accordance with the conditions below and in compliance with the auto-delivery schedule

• Additional orders may be placed by phone, email and fax and an order confirmation will be sent immediately.
• The driver will confirm the delivery amount and request for the relevant signature.
• The billing department will send a final invoice since there may be variations between the ordered and delivered amount.

AUTO-DELIVERY SCHEDULE

• CHARGES AND PAYMENT
  • Payments shall be made through EFT (Electronic Funds Transfer), Check and Credit card.
  • The total Price for the supply and delivery of the Goods and any Incidental Services under this Contract is________________________________________________ [________________________] (write in words and then in figures, including currency).
  • The Supplier shall invoice the Purchaser on delivery of the Goods per this Contract, and payment shall become due 10 calendar days from the delivery date. This shall include the delivery day itself.
  • Payments shall be made in _____ [currency] to the following bank account of the Supplier: ______________________________________________________________ [bank account details] or drawn in the Supplier’s favour.
  • An account shall be considered past due if the necessary payments have not been made to the Supplier after 10 days from the date of delivery of goods. The Supplier retains the discretion to apply sanctions as they deem fit once an account becomes past due, including but not limited to suspension of the automatic delivery accounts until the pending amounts, including any interest and other charges, have been settled.
  • If the Purchaser has still not made full payment for the supplies after 30 days, they will be charged interest at the rate of one and a half percent [1.5%] per month on all sums due.
  • The Purchaser will also be liable to settle at their own costs any collection fees, attorney fees, auction fees and any other incidental costs as a result of the past due amount and its collection by the Supplier.
  • The Purchaser will be charged a $25.00 fee for any returned cheques.
• DELIVERY

        The Goods shall be delivered to: _________________________________________ [insert place of delivery] on _______________________________[insert delivery schedule]. Cost of delivery is deemed included in the price specified in this Contract.

• PRODUCT RETURNS. .
• Products cannot be returned after delivery to the Purchaser’s container as they will be considered contaminated.
• The Seller may, in his discretion, provide the Buyer with assistance on regulatory issues, disposal options and cost estimates.

• LIMITATION OF LIABILITY.

The Buyer assumes and releases the Seller of and from all risks and responsibility in connection with the Buyer’s purchase, handling, use, storage, or resale of the products, whether used singly or in combination with other products. The Seller assumes no obligation or liability for any technical advice given by the Seller or its suppliers regarding the use of the products or the results which may be obtained therefrom, and all such advice is given and accepted at the Buyer’s sole risk. The Buyer hereby waives all claims against the Seller on account of consequential damages, loss of or damage to goodwill or reputation, loss of use, loss of profits or business opportunities, as well as any other direct, indirect, special, incidental, multiple, punitive or exemplary damages, even if advised of the possibility of such damages or such damages could have been reasonably foreseen, and the Buyer agrees to defend, indemnify and hold harmless the Seller, its subsidiaries, affiliated companies and their respective employees, directors, officers and agents (collectively “the Seller”

• TERMINATION OF CONTRACT BY SUPPLIER

The Supplier may terminate this agreement:

•  On 7 days’ written notice to the Purchaser, if they fail to pay any charges owed when due or if they breach any other term of this agreement;
• Immediately on written notice to the Purchaser if, in the Supplier’s reasonable opinion, they are verbally or physically abusive to the Supplier or any of their representatives or otherwise create a hostile or unsafe work environment;
• At any time on 30 days’ notice to the Purchaser for any reason or no reason.

1. CHANGES TO THE AGREEMENT

The Supplier may make any changes deemed necessary to the agreement (e.g. an increase in the product prices) at their own discretion and after giving the Purchaser at least a 30 days written notice.  These changes will bind the Purchaser; hence it is their responsibility to check and confirm that they agree with the changes.

1. INTELLECTUAL PROPERTY

Any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to the Supplier during the subsistence of this agreement are their exclusive property.

1. CONFIDENTIALITY

The Purchaser shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Supplier, whether such information or matter is stated to be confidential or not, without the Supplier’s express written permission.

1. FORCE MAJEURE
   1. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
   1. The Suppliers’ failure to fulfil their obligations due to Force Majeure shall not be considered a breach of this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; the Supplier may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. DISPUTE RESOLUTION

If any dispute arises between the Parties related to this agreement, it shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

1. GOVERNING LAW

This agreement shall be governed in all respects by the Laws of the State of Texas.

IN WITNESS WHEREOF, each of the Parties has executed this agreement through their duly authorized officer, as of the day and year set forth below.