Agreement of Sale for Property

Agreement for Sale of Goods or Personal Property with Provision for Adjustment of Purchase Price

Agreement made on the between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Buyer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Sale of Goods and Description

Seller agrees to sell and the Buyer agrees to buy the goods described in Exhibit A attached hereto and made a part hereof by reference.

2. Quantity of Goods

The quantity of goods to be purchased is of .

3. Quality of Goods

Seller has furnished to the Buyer samples of proposed to be sold, which samples have been deposited with . The Seller agrees that the sold under this Agreement shall be of at least equal quality as the samples.

4. Price

The Buyer shall pay $ per unit. In case of increase or decrease in the sales price due to market conditions prior to complete delivery, the price under this Agreement shall be increased or decreased, to reflect such increase or decrease in market conditions. If Buyer or Seller disagree with such increase or decrease, the price shall be set by arbitration as provided in Section 17 below.

5. Time of Payment

Buyer shall pay for the goods within days after delivery. Seller will not recognize any discount for payment within a shorter period.

6. Method of Shipping

The method of shipment shall be within the discretion of the Buyer. The Seller shall reimburse the Buyer the lesser of truck freight or rail freight from the Seller's plant at , to the Buyer's factory at .

7. Risk of Loss and Insurance

Risk of loss shall be on the Buyer from time of delivery to carrier. The Buyer shall provide at its expense insurance on the goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.

8. Seller to Retain Security Interest until Paid

Seller retains a security interest in the goods that are the subject matter of this Agreement.

9. Time of Delivery

Delivery shall be Monday through Friday, during the hours of to .

10. Excuse of Delay or Failure to Perform

Seller shall be excused for any delay or failure to perform due to fire, act of God, or similar catastrophe, strike or labor trouble affecting the Seller or the Seller's suppliers or subcontractors, or other cause beyond the Seller's control.

11. Cancellation

Seller reserves the right to cancel this Agreement:

A. If the Buyer fails to pay for any shipment when due;

B. In the event of the Buyer's insolvency or bankruptcy;

C. If the Seller deems that its prospect of payment is impaired.

12. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

13. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.