Automotive Carparts Agreement

AUTOMOTIVE CARPARTS AGREEMENT

Agreement Date:

Supplier Name:     Buyer Name:

WHEREAS

WHEREAS, Supplier is engaged in the business of manufacturing, distributing and selling automotive components and spare parts, including but not limited to engines, transmissions, brake systems and associated replacement parts; and

WHEREAS, Buyer purchases automotive parts for resale and for use in vehicle maintenance and repair operations and desires to purchase certain parts from Supplier under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sale, delivery, inspection, warranty and payment for such automotive parts.

SCOPE OF WORK

PRICE AND PAYMENT TERMS

Total Contract Price: $

Late Payment Fee: % per month on overdue amounts, beginning on the first day following the payment due date.

Payment Method:

INSPECTION AND ACCEPTANCE

Buyer shall inspect delivered parts within calendar days of receipt and shall notify Supplier in writing of any nonconformity or defect. In the absence of timely written notice, parts shall be deemed accepted.

WARRANTY

Supplier warrants that parts supplied under this Agreement shall be free from defects in material and workmanship for a period of months from date of delivery, subject to normal wear and tear and proper use. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective parts or credit of purchase price, and Supplier shall not be liable for labor or consequential damages except as expressly agreed in writing.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any confidential or proprietary information of the other party disclosed in connection with this Agreement, including pricing, specifications, proprietary designs and customer information, except to the extent required by law or to the party's employees, advisors or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement or that is independently developed without reference to the other's confidential information.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon giving days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities and expenses arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SUPPLIER UNDER THE APPLICABLE PURCHASES GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Venue for any litigation arising out of or relating to this Agreement shall lie exclusively in the state or federal courts located within that state.

NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or emailed with confirmation of receipt to the addresses provided above or such other address as either party designates in writing.

ENTIRE AGREEMENT

This Agreement, including any purchase orders expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or a successor in interest in connection with a merger or sale of substantially all of its assets.

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