Delivery Agreement

  • This Delivery Agreement, effective as of __________, (this “Agreement”), is entered into between the Buyer (as identified below) and the Breeder (as identified below). Each of Buyer and Breeder may be referred to herein as a “Party” and collectively as the “Parties.” This contract is also identified by DoggyCo, LLC (“DoggyCo”) as contract # ________. WHEREAS, Buyer and Breeder either contemporaneous with or prior to the execution of this Agreement entered into that certain Sales Agreement, dated ___________, in which Buyer agreed to purchase from Breeder a certain puppy (the “Puppy”), subject to the terms and conditions contained therein. WHEREAS, Buyer and Breeder have agreed to arrange for the delivery of the Puppy to Buyer pursuant to the terms and conditions of this Agreement. This Agreement includes a binding arbitration clause, which restricts your rights. Please read this agreement and the arbitraion clause carefully. For the purposes of this Agreement, the “Breeder” is as follows:
  • For the purposes of this Agreement, “Buyer” is as follows:

    1. Delivery of Puppy
      1. The Breeder agrees to deliver the Puppy to the Buyer at the address below according to the terms and conditions of this Agreement.
      2. Buyer is exclusively responsible for all costs for delivering the Puppy, including for shipping containers and other incidental or consequential costs of shipping, and will pay the delivery costs as described in this Agreement. Buyer agrees to pay to Breeder via DoggyCo $___________ for the basic shipping and delivery of the Puppy, and all incidental and consequential fees and expenses, referred to below (the “Delivery Fee”).
      3. Breeder shall arrange for delivery to the Buyer as follows: [insert description of delivery methods, vendors, etc.]
      4. Breeder shall ship the Puppy on or about [shipping date].
      5. Breeder shall arrange, at Breeder expense, a pre-delivery vet exam, verifying that the puppy is “healthy” just prior to delivery.
    2. Obligations of Buyer
      1. The Buyer shall promptly upload digital copies of the delivery paperwork from the shipper to DoggyCo to verify the delivery.
      2. The Buyer shall promptly send photos or video of the Puppy’s arrival at the delivery location to DoggyCo for verification.
      3. The Buyer shall have the Puppy examined by a licensed veterinarian within forty-eight (48) hours of the date of receipt, or as soon thereafter as possible.
    3. Obligations of Breeder
      1. Breeder shall promptly send to Buyer final delivery details, time, exact address, and any pick-up instructions to the Buyer by text or email upon receiving them from any shipping or delivery vendor or service.
      2. Breeder shall upload digital copies of all shipping documents to DoggyCo for long-term storage.
    4. Limited Warranties
      1. Buyer acknowledges and agrees that the Puppy is shipped FCA, as such term is defined by the IncoTerms 2020 rules.
      2. BREEDER MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER WITH RESPECT TO THE PUPPY, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. BREEDER FURTHER DISCLAIMS ALL GUARANTEES, WARRANTIES, OR REPRESENTATIONS RELATING TO SIZE, WEIGHT, DISPOSITION, BREED STANDARDS CONFORMATION, COLORING, DISTINCTIVE MARKINGS OF THE PUPPY, TEMPERAMENT, EXACT COLORING, OR HOW QUICKLY OR EFFECTIVELY THE PUPPY ACCEPTS TRAINING.
      3. Products manufactured by a third party (“Third-Party Product”) may accompany the Puppy. Third-Party Products are not covered by any warranty under this Agreement. For the avoidance of doubt, BREEDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
      4. BREEDER MAKES NO WARRANTY REGARDING ANY DELIVERY SERVICE USED TO DELIVERY THE PUPPY, INCLUDING ANY WARRANTIES APPLICABLE TO COMMON CARRIES OR THAT DELIVERY WILL OCCUR ON TIME. BUYER ACKNOWLEDGES AND AGREES THAT ANY LIABILITY WITH RESPECT TO THE DELIVERY RESTS SOLELY WITH THE CARRIER, OR CARRIERS, TRANSPORTING THE PUPPY.
    5. Refund
      1. All delivery fees, shipping container fees, kennel club registration costs, veterinarian costs after delivery, and any other costs or expenses borne by the Buyer related to the Puppy’s health or returning the Puppy to the Breeder are Buyer’s sole responsibility and not chargeable to the Breeder.
    6. Indemnity
      1. The Parties shall jointly and severally indemnify, defend, and hold harmless DoggyCo and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including, without limitation, reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, suffered or incurred by any Indemnified Parties or awarded against any Indemnified Parties, relating to any claim of a either Party or any third party in connection with the transactions, obligations, representations, warranties, payments, or the Puppy under this Agreement.
    7. Confidentiality
      1. All non-public, confidential, or proprietary information of each Party, including, but not limited to, personal information, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether disclosed directly or through a third party, is confidential, intended solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized by the disclosing Party in writing.
    8. Arbitration
      1. PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. INSTEAD OF SUING IN COURT, BREEDER AND BUYER AGREE THAT THE EXCLUSIVE MEANS FOR RESOLVING ANY DISPUTE, CONTROVERSY OR CLAIM, EXCEPT CLAIMS SEEKING INJUNCTIVE RELIEF, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, AFTER ANY MEDIATION THE PARTIES MAY AGREE TO, SHALL BE BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ON AN INDIVIDUAL BASIS. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE PARTIES AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION OR OTHER CLASS PROCEEDING. THE PARTIES FURTHER AGREE AS FOLLOWS:
        1. This agreement to arbitrate is intended to be broadly interpreted, and includes, but is not limited to: (1) disputes and claims arising out of, or relating to any aspect of the relationship between the Parties, whether based in breach of contract, breach of any guarantees or warranties, tort, statute, fraud, misrepresentation or any other legal theory; (2) claims that arose before this Agreement or any prior agreement (including, but not limited to, claims relating to advertising); (3) claims that may arise after the termination of the Parties’ relationship; and (4) claims that are the subject of any related class action litigation in which a Buyer is not a member of a certified class.
        2. The Parties hereby agree that the Federal Arbitration Act applies to any arbitration, and governs all questions of whether a dispute is subject to arbitration. Unless the Parties agree otherwise in writing, arbitration shall be: (i) administered by the American Arbitration Association, pursuant to the Consumer Arbitration Rules then in effect (the “AAA's Rules”); and (ii) conducted by a single arbitrator who is licensed to practice law. The AAA's Rules can be found at www.adr.org.
    9. Miscellaneous
      1. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
      2. Notices.All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
      3. Choice of Law. he Agreement, and any claim, controversy or dispute arising under or related to the Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to its conflict of law provisions that would apply the laws of any other jurisdiction.
      4. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction and shall in any event be confined and modified to give the maximum permissible effect.
      5. No Third-Party Beneficiaries.Except as provided in in this Agreement regarding DoggyCo, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, protection, or remedy of any nature whatsoever under or by reason of this Agreement.
      6. Force Majeure. Any delay or failure of Breeder to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond the Breeder’s control, without such Breeder’s fault or negligence, and that by its nature could not have been foreseen by the Breeder or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).
      7. Attorneys’ Fees. In the event that any claim, suit, action, or proceeding, including arbitration proceedings, is instituted or commenced by either Party hereto against the other Party arising out of this Agreement, the prevailing party will be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.
      8. Binding Agreement. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
      9. No Presumption.This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
      10. Electronic Signatures.Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.
    10. [signature page follows]
      IN WITNESS WHEREOF, the Parties have caused this Sales Agreement to be executed effective as of the date first written above.
  • BREEDER

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  • BUYER

  • DD slash MM slash YYYY