Supplier Contract: Polaris Materials Inc.
This Supplier Agreement ("Agreement") is entered into as of January 15, 2024 ("Effective Date") by and between Atlas Construction Corp., with its principal office located at [Company Address], ("Buyer"), and Polaris Materials Inc., with its principal office located at [Supplier Address], ("Supplier"). The Buyer and Supplier may be referred to individually as a "Party" or collectively as the "Parties."
1. Contract Overview

Contract ID: POL-MAT-2024-009  
Contract Value: $3,500,000  
Contract Duration: January 15, 2024 - January 15, 2025  
Contract Type: Annual Supply Agreement for high-grade construction materials including cement, aggregates, and concrete mix.  
Parties Involved:

Buyer: Atlas Construction Corp.
Supplier: Polaris Materials Inc.



Details
This Agreement sets forth the terms under which Polaris Materials Inc. will supply the Buyer with high-quality construction materials over a 12-month period. The materials provided will include cement, aggregates, and concrete mix, which are essential for the Buyer’s construction operations. This Agreement covers material specifications, delivery schedules, payment terms, compliance obligations, and other relevant aspects to ensure a clear understanding between the Parties.

2. Scope of Work
The Supplier agrees to supply construction materials as per the specifications outlined in Exhibit A, which is attached and incorporated into this Agreement. 
Materials and Quantities:

Cement: 200 tons per bi-weekly delivery.
Aggregates: 500 tons per bi-weekly delivery.
Concrete Mix: 100 tons per bi-weekly delivery.

Material Standards:
The Supplier guarantees that all materials delivered shall comply with the following industry standards:

ASTM C150 for cement, ensuring high durability and consistent quality.
ASTM C33 for aggregates, ensuring proper size and cleanliness.
Moisture Control: The Supplier must ensure consistent moisture content in aggregates to prevent issues such as concrete cracking or reduced structural integrity. 

Responsibilities:

The Supplier is responsible for adhering to the agreed delivery quantities and maintaining quality standards. All quality control procedures must be documented and made available for inspection by the Buyer upon request.
The Supplier shall provide documentation and test results verifying compliance with ASTM standards with each delivery.


3. Payment Terms
Invoicing and Payment Schedule:

The Supplier shall issue monthly invoices on the 1st of each month, covering all materials delivered during the preceding month.
The Buyer shall make payments within 90 days from the receipt of each invoice. Payments will be made via wire transfer to the bank account designated by the Supplier in writing.

Early Payment Incentive:

The Buyer is eligible for a 2% discount on the invoice total if payment is made within 30 days of the invoice date. This incentive encourages prompt payment and supports the Supplier’s cash flow.

Late Payment Penalty:

Any payments made beyond the 90-day period will incur interest at a rate of 5% per month on the overdue amount. Interest charges will continue to accrue until full payment is received.

Disputed Invoices:

If the Buyer disputes any invoice, the Buyer shall notify the Supplier in writing within 10 business days of receiving the invoice. The Parties will work in good faith to resolve the dispute within 30 days. Payment of any undisputed amount must still be made within the 90-day period.


4. Delivery Terms
Frequency and Location:

The Supplier will make bi-weekly deliveries on the 1st and 15th of each month to 456 Industrial Road, Metropolis, IL 60001, or another location designated by the Buyer in writing at least 10 days before the scheduled delivery.
The Supplier shall arrange and bear the cost of transportation, ensuring that delivery trucks comply with all relevant safety and environmental regulations.

Inspection Protocol:

Upon delivery, the Buyer reserves the right to inspect the materials for compliance with the specifications detailed in Exhibit A. The Buyer will conduct such inspections within 48 hours of delivery.
If any materials do not conform to the specifications, the Buyer will notify the Supplier within 7 business days, and the Supplier must replace the non-conforming materials at no additional cost within 7 days of receiving the notification.

Delivery Timeframe and Penalties:

Deliveries beyond a 2-day grace period will incur a penalty of $10,000 per day, except in cases covered under the force majeure clause (Section 10).
If repeated delays occur (more than 3 in a 6-month period), the Buyer reserves the right to terminate the contract per the Termination Conditions outlined in Section 9.


5. Compliance and Regulatory Clauses
Regulatory Compliance:

The Supplier must comply with the International Building Code (IBC) and the Clean Air Act (CAA). All vehicles used for transportation must meet Federal Motor Carrier Safety Regulations (FMCSR) standards.
The Supplier shall ensure that all its operations, including material production and delivery processes, comply with these regulations throughout the contract duration.

Environmental Compliance:

The Supplier is obligated to provide a quarterly compliance report proving adherence to Environmental Protection Agency (EPA) emission standards. The report should include emission levels for transport vehicles and manufacturing facilities.
Additionally, the Supplier must certify the sustainable sourcing of materials annually. This certification must demonstrate compliance with recognized standards such as ISO 14001.

Worker Safety Standards:

The Supplier must comply with OSHA standards related to worker safety during production and transportation. The Buyer reserves the right to conduct annual audits of the Supplier’s facilities to verify compliance. If non-compliance is discovered, the Supplier will have 30 days to rectify the issues, failing which penalties may apply, or the contract may be terminated.


6. Penalty and Liability Clauses
Late Delivery Penalty:

For each day that a delivery is delayed beyond the 2-day grace period, a penalty of $10,000 will be applied. This amount is payable by the Supplier within 15 days of the delayed delivery.

Product Quality Standards:

All materials must meet the ASTM specifications as detailed in Exhibit A. If materials fail to meet these standards, the Supplier must replace them within 7 days of receiving notice from the Buyer. Non-compliance may result in further penalties or contract termination if repeated violations occur.

Insurance Requirements:

The Supplier shall carry a Commercial General Liability Insurance policy with coverage of at least $5,000,000. This insurance must cover incidents related to product defects, transportation accidents, and other potential liabilities arising from the execution of this contract.
The Supplier must provide proof of insurance before the Effective Date. Failure to maintain insurance coverage is grounds for immediate termination of this Agreement.


7. Confidentiality and Intellectual Property
Confidentiality Obligations:

The Parties agree to maintain the confidentiality of any proprietary information exchanged during the term of this Agreement. Such information includes, but is not limited to, pricing details, technical specifications, and business strategies.
The Supplier is prohibited from using or disclosing the Buyer’s proprietary information, specifications, or trade secrets outside the scope of this Agreement. Any unauthorized use or disclosure will be treated as a material breach of contract.

Intellectual Property Rights:

All intellectual property, including product specifications and materials provided by the Buyer, remain the exclusive property of the Buyer. The Supplier may not reproduce, share, or use these materials beyond the execution of this contract unless explicitly authorized in writing by the Buyer.


8. Dispute Resolution
Arbitration:

Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or validity thereof, shall be resolved through binding arbitration conducted under the rules of the American Arbitration Association (AAA).
The arbitration will take place in New York City, NY, and the proceedings will be conducted in English. The arbitrator's decision will be final and binding, and judgment upon the award rendered may be entered in any court having jurisdiction.

Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.


9. Termination Conditions
Mutual Termination:

Either Party may terminate this Agreement with a 60-day written notice if the other Party fails to fulfill its contractual obligations. The notice period provides an opportunity for the breaching Party to rectify the situation.

Immediate Termination:

The Buyer may terminate this Agreement immediately if the Supplier is found in violation of any federal, state, or local laws or regulations. The Supplier may also terminate the Agreement if the Buyer consistently fails to make timely payments as per the Payment Terms (Section 3).

Consequences of Termination:

In the event of termination, the Supplier shall be compensated for all materials delivered up to the termination date, less any penalties for non-compliance or late delivery.


10. Force Majeure
Definition:

The Parties shall not be held liable for delays or non-performance resulting from events beyond their control, such as natural disasters, acts of war, strikes, pandemics, government actions, or other unforeseeable circumstances.

Procedure:

In the event of a force majeure event, the affected Party must notify the other Party within 5 business days. Both Parties shall work in good faith to renegotiate delivery schedules or temporarily suspend performance obligations until normal operations can resume.


11. Risk Summary
Payment Risk:

The Buyer’s extended 90-day payment term may impact the Supplier’s cash flow. However, the early payment incentive is designed to mitigate this risk by encouraging prompt payments.

Delivery Risk:

The tight bi-weekly delivery schedule, coupled with penalties for delays, ensures the Supplier’s commitment to timely deliveries. The Supplier must have contingency plans, including backup transportation options, to mitigate potential delays.

Compliance Risk:

The Supplier’s adherence to regulatory and environmental standards is critical. Failure to comply with these standards may result in penalties, contract termination, and possible legal repercussions.


IN WITNESS WHEREOF, the Parties have executed this Supplier Agreement as of the Effective Date.
Atlas Construction Corp.

By: __

Name: [Authorized Representative]

Title: [Title]

Date:   
Polaris Materials Inc.

By: __

Name: [Authorized Representative]

Title: [Title]

Date: