Provision Services Contract, Essay Example

This Provision Services Contract regarding provision of professional services as of this day 9^th of February, 2010 is between the American Douglas Metals Incorporated, acting as the “SELLER” providing one’s services, and the Ford Motor Company, acting as the party paying for services provided, referred to as the “CONTRACTOR” hereunder.

1. Scope of Services

SELLER, in exchange for the compensation paid by CONTRACTOR under this contract, agrees to provide the following services:

• Shall perform work in a skillful, professional and competent manner;
• Distribute and provide the goods ordered by the contractor, no later than 5 days (120 hours) after the order was made.

2. Term of Contract

The term of this contract is for a period of 12 months, commencing on the 10^th day of February, 2010, and terminating on the 10^th day of February, 2011.

3. Termination of Contract

This contract may be terminated by mutual consent of both parties, or by either party upon 30 days’ written notice.

4. Force Majeure

SELLER will not be held responsible for delay or default caused by fire, riot, acts of God or war if the event is beyond SELLER’s reasonable control and SELLER gives notice to CONTRACTOR immediately upon occurrence of the event causing the delay or default or which is reasonably expected to cause a delay or default.

5. Purchase of Goods

To the extent that the Contract involves any purchase of goods, whether in whole or in part, and unless specifically stated otherwise in the Contract, the following conditions shall apply to any purchases of goods under the Contract:

• Delivery of Goods: The SELLER shall hand over or make available the goods, and the CONTRACTOR shall receive the goods, at the place for the delivery of the goods and within the time for delivery of the goods specified in the Contract. The SELLER shall provide to the CONTRACTOR such shipment documentation (including, without limitation, bills of lading, airway bills, and commercial invoices) as are specified in the Contract or, otherwise, as are customarily utilized in the trade. The entire risk of loss, damage to, or destruction of the goods shall be borne exclusively by the SELLER until physical delivery of the goods to the CONTRACTOR in accordance with the terms of the Contract. Delivery of the goods shall not be deemed in itself as constituting acceptance of the goods by the CONTRACTOR.
• Transportation & Freight: Unless otherwise specified in the Contract (including, but not limited to, in any “INCOTERM” or similar trade term), the SELLER shall be solely liable for making all transport arrangements and for payment of freight and insurance costs for the shipment and delivery of the goods in accordance with the requirements of the Contract. The SELLER shall ensure that the CONTRACTOR receives all necessary transport documents in a timely manner so as to enable the CONTRACTOR to take delivery of the goods in accordance with the requirements of the Contract.
• Warranties: Unless otherwise specified in the Contract the SELLER warrants and represents that the goods are of the quality, quantity and description required by the Contract, including when subjected to conditions prevailing in the place of final destination. During any period in which the SELLER’s warranties are effective, upon notice by the CONTRACTOR that the goods do not conform to the requirements of the Contract, the SELLER shall promptly and at its own expense correct such non-conformities or, in case of its inability to do so, replace the defective goods with goods of the same or better quality or, at its own cost, remove the defective goods and fully reimburse the CONTRACTOR for the purchase price paid for the defective goods. The SELLER shall remain responsive to the needs of the CONTRACTOR for any services that may be required in connection with any of the SELLER’s warranties under the Contract.
• Rejection of Goods: Notwithstanding any other rights of, or remedies available to the CONTRACTOR under the Contract, in case any of the goods are defective or otherwise do not conform to the specifications or other requirements of the Contract, the CONTRACTOR, at its sole option, may reject or refuse to accept the goods, and within thirty (30) days following receipt of notice from the CONTRACTOR of such rejection or refusal to accept the goods, the SELLER shall, in sole option of the CONTRACTOR:

1. provide a full refund upon return of the goods, or a partial refund upon a return of a portion of the goods, by the CONTRACTOR; or,
2. repair the goods in a manner that would enable the goods to conform to the specifications or other requirements of the Contract; or,
3. replace the goods with goods of equal or better quality; and,
4. pay all costs relating to the repair or return of the defective goods as well as the costs relating to the storage of any such defective goods and for the delivery of any replacement goods to the CONTRACTOR.

6. Payments

The contractual amount to be paid for the services shall constitute the entire compensation due the SELLER for the service and all of SELLER’s obligations regardless of the difficulty, materials or requirements. Any cost adjustments to the contract must be agreed upon by the parties by amending this contract or processing a valid change order. Payment will be made upon receipt of invoices from SELLER. CONTRACTOR will be allowed thirty-days to process each payment.

American Douglas Metals Inc.

____________________

Ford Motor Co.

____________________