Auto Parts Sales Agreement

Auto Parts Sales Agreement

This Auto Parts Sales Agreement ("Agreement") is made as of by and between Seller: , entity type: , principal place of business: and Buyer: , entity type: , principal place of business: .

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, supplying and selling automotive parts and components and Buyer desires to purchase certain parts for resale or use in its operations; and

WHEREAS, Seller is willing to sell and Buyer is willing to purchase the parts described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the sale of parts will be governed by the terms below and that delivery, inspection, acceptance and any warranties will be as provided herein.

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

1. Definitions

"Parts" means the automotive parts and components described in Section 2 and any schedules attached to this Agreement. "Delivery Date" means the date on which Seller tenders the Parts to the carrier or Buyer as set forth in Section 4. Terms not otherwise defined shall have the meanings given in the Uniform Commercial Code as adopted in the Governing Law jurisdiction.

2. Description of Parts and Quantity

Seller agrees to sell, and Buyer agrees to purchase, the Parts described below. The parties may attach a separate schedule or complete the itemization fields below. Unless otherwise agreed in writing, quantities on purchase orders are estimates and Seller shall supply quantities as mutually agreed.

3. Purchase Price and Payment Terms

Buyer shall pay Seller the purchase price as set forth in the applicable purchase order or invoice. Unless otherwise agreed, payment is due within days from invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum lawful rate.

4. Delivery, Title and Risk of Loss

Unless otherwise agreed in writing, delivery shall be and Seller shall tender the Parts on or about . Title to the Parts and risk of loss shall pass to Buyer in accordance with the shipping terms selected.

5. Inspection and Acceptance

Buyer shall inspect the Parts within days of receipt. Buyer shall provide written notice of any nonconformity or defect within that period. Failure to provide timely notice shall constitute acceptance of the Parts.

6. Warranties

Seller warrants that at the time of delivery the Parts shall conform to the agreed specifications and be free from defects in material and workmanship for a period of from the date of delivery. Seller's sole obligation under this warranty shall be, at Seller's option, repair or replacement of nonconforming Parts or refund of the purchase price. This warranty does not apply to defects resulting from misuse, alteration, improper installation, or normal wear and tear.

7. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SELLER ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER FOR THE SPECIFIC SHIPMENT GIVING RISE TO THE CLAIM.

8. Title; Security Interest

Title to the Parts passes as provided in Section 4. Seller reserves a purchase-money security interest in the Parts and proceeds thereof until Buyer has paid all amounts due. Buyer shall execute financing statements or other instruments reasonably requested by Seller to perfect such security interest.

9. Taxes and Fees

All sales, use, excise and other taxes (other than Seller's income taxes) arising from the sale of the Parts shall be paid by Buyer. If Seller is required to collect or remit any taxes, Buyer shall reimburse Seller unless Buyer provides a valid tax exemption certificate acceptable to the jurisdiction.

10. Confidentiality

Each party shall hold in confidence non-public technical or commercial information disclosed by the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential information shall not be disclosed except as required by law or to persons with a need to know under confidentiality obligations.

11. Remedies; Default

If either party fails to perform any material obligation under this Agreement and does not cure such breach within days after written notice, the non-breaching party may exercise any remedies available at law or in equity, including specific performance, damages, or termination of outstanding purchase orders.

12. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses below or to such other address as either party designates by notice.

13. Amendments and Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute shall lie in the state or federal courts located in .

15. Entire Agreement; Severability

This Agreement, together with any written purchase orders, schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery by electronic means shall be valid.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

Sign Now