# Perfect Tender Rule Contract Agreement
**This Contract Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**[Party A Name]**, a corporation/individual having a principal place of business at [Party A Address] (hereinafter referred to as "Buyer"),
AND
**[Party B Name]**, a corporation/individual having a principal place of business at [Party B Address] (hereinafter referred to as "Seller").
**Collectively referred to as the "Parties."**
## Recitals
WHEREAS, the Buyer desires to purchase goods/services from the Seller, and the Seller agrees to sell such goods/services to the Buyer, subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:
## Article 1: Definitions
1. **"Goods"** shall refer to the items specified in Exhibit A attached hereto.
2. **"Services"** shall refer to the tasks or work specified in Exhibit B attached hereto.
3. **"Deliverables"** shall refer to the Goods and/or Services to be delivered as outlined in this Agreement.
## Article 2: Scope of Work
1. The Seller agrees to deliver the Goods and Services identified in Exhibits A and B in accordance with the specifications and timelines contained therein, adhering to the perfect tender rule.
2. The Buyer retains the right to inspect and reject any Deliverables that do not conform to the specifications set forth.
## Article 3: Perfection of Tender
1. Under the perfect tender rule, the Seller shall be obligated to deliver Goods and Services that conform exactly to the specifications agreed upon in this Agreement.
2. The Buyer shall have the right to reject the Goods and/or Services if they fail to meet the specifications in any aspect, including but not limited to quality, quantity, and condition.
## Article 4: Delivery
1. The Seller shall deliver the Deliverables to [Delivery Address] on or before [Delivery Date].
2. The risk of loss or damage to the Deliverables shall remain with the Seller until acceptance by the Buyer.
## Article 5: Payment
1. The Buyer agrees to pay the Seller the total price of [Total Amount] for the Goods and Services provided.
2. Payments shall be made according to the schedule outlined in Exhibit C.
## Article 6: Inspection and Acceptance
1. The Buyer shall have [Number of Days] days after delivery to inspect the Goods and/or Services.
2. If the Buyer rejects Deliverables, the Seller must remedy the defect or replace the Goods and/or Services within [Number of Days] days of notice from the Buyer.
## Article 7: Warranties
1. The Seller warrants that all Goods and Services shall be free from defects in materials and workmanship for a period of [Warranty Period].
2. The Seller further warrants that all Goods delivered shall conform to the specifications in this Agreement.
## Article 8: Limitation of Liability
1. In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages arising under this Agreement.
## Article 9: Governing Law
1. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## Article 10: Miscellaneous
1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.
2. Any amendments to this Agreement must be in writing and signed by both Parties.
## IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
**[Party A Name]**
By: _______________________________
Name: [Printed Name]
Title: [Title]
Date: [Date]
**[Party B Name]**
By: _______________________________
Name: [Printed Name]
Title: [Title]
Date: [Date]
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**Exhibit A: Statement of Goods**
[Detailed description of Goods]
**Exhibit B: Description of Services**
[Detailed description of Services]
**Exhibit C: Payment Schedule**
[Payment terms and schedule]