Domestic trade agreement

Here is a sample template for a domestic trade agreement based on a facility allocation agreement:

DOMESTIC TRADE AGREEMENT

This Domestic Trade Agreement (the “Agreement”) is made and entered into as of the Date, by and between [Company Name 1], a corporation organized under the laws of [State], having its principal place of business at Address, and [Company Name 2], a corporation organized under the laws of [State], having its principal place of business at Address.

WHEREAS, Seller and Buyer have entered into a Facility Allocation Agreement dated Date;

WHEREAS, Seller desires to sell the products described in Exhibit A attached hereto (the “Products”) to Buyer; and

WHEREAS, Buyer desires to purchase the Products from Seller, on the terms and subject to the conditions set forth in this Agreement.

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

SALE AND PURCHASE OF PRODUCTS
(a) Sale and Purchase. Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase and receive from Seller, the Products in accordance with the terms and conditions of this Agreement.

(b) Purchase Orders. Buyer shall submit to Seller purchase orders for the Products, which shall specify the type and quantity of Products requested, the desired delivery date, and any other information reasonably requested by Seller.

(c) Acceptance of Purchase Orders. Seller shall accept or reject purchase orders submitted by Buyer within [number of days] business days after receipt of such purchase orders.

(d) Delivery. Seller shall deliver the Products to Buyer at the location specified in the FAA or as otherwise agreed by the parties.

(e) Title and Risk of Loss. Title to and risk of loss of the Products shall pass from Seller to Buyer upon delivery of the Products to Buyer.

(f) Prices. The prices of the Products shall be as set forth in Exhibit A attached hereto.

(g) Payment Terms. Buyer shall pay Seller for the Products within [number of days] days from the date of Seller’s invoice.

WARRANTIES AND REPRESENTATIONS
(a) Seller’s Warranties. Seller warrants that the Products will be free from defects in material and workmanship and will conform to the specifications set forth in Exhibit A attached hereto.

(b) Buyer’s Warranties. Buyer warrants that it has the experience, knowledge, and ability to use the Products in a professional manner.

TERM AND TERMINATION
(a) Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein.

(b) Termination for Convenience. Either party may terminate this Agreement for any reason upon [number of days] days’ prior written notice to the other party.

(c) Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [number of days] days after receipt of written notice of such breach.

MISCELLANEOUS
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State].

(b) Entire Agreement. This Agreement, together with the FAA and any exhibits or schedules attached hereto, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, understandings, and agreements between the parties, whether written or oral.

(c) Amendments. This Agreement may be amended or modified only by a written instrument executed by both parties.

(d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

(e) Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth below or to such other address as either party may from time to time designate in writing:

If to Seller:

[Company Name 1]
[Address]
[City, State Zip]
Attn: [Name]
Email: [Email]
Fax: [Fax]

If to Buyer:

[Company Name 2]
[Address]
[City, State Zip]
Attn: [Name]
Email: [Email]
Fax: [Fax]

(f) Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

(g) Waiver. The failure of either party to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions or the right of such party to thereafter enforce each and every provision of this Agreement.

(h) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect.

(i) Headings. The headings in this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SELLER:

[Company Name 1]

By: ________________
Name:
Title:

BUYER:

[Company Name 2]

By: ________________
Name:
Title: