Business Bulk Agreement

BUSINESS BULK AGREEMENT

This Business Bulk Agreement (the Agreement) is made and entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Seller is engaged in the manufacture and sale of bulk goods described as: and has capacity to supply such goods in bulk quantities for commercial resale and distribution;

WHEREAS, Buyer desires to purchase bulk quantities of such goods for resale or internal use under the terms set forth herein and to establish an ongoing purchase relationship; and

WHEREAS, the parties desire to set forth the terms and conditions governing the sale, delivery, inspection, payment, confidentiality and other matters related to such bulk transactions.

Scope of Work

Seller shall supply and Buyer shall purchase the goods described above in accordance with the schedules, quantities, and specifications set forth below. The specific scope of supply, packaging, labeling, testing, delivery points, inspection procedures and acceptance criteria are as follows:

Quantity, Pricing and Payment Terms

Unit Price (per unit): • Estimated Total Quantity: • Minimum Order Quantity:

Payment Due Days from invoice date: • Late Payment Fee: • Method of Payment:

All prices are exclusive of taxes, duties and freight unless otherwise stated. Buyer shall be responsible for applicable taxes and assessments. Seller may suspend deliveries if Buyer fails to pay amounts when due, subject to the notice and cure provisions in this Agreement.

Delivery; Inspection; Title

Delivery Terms (Incoterms or agreed terms): • Delivery Location:

Title and risk of loss shall transfer to Buyer in accordance with the agreed Delivery Terms. Buyer shall inspect shipments upon receipt and shall notify Seller in writing of any nonconformity or shortage within calendar days of receipt. Failure to timely notify shall constitute acceptance of the goods.

Term and Termination

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Buyer of its obligation to pay for goods delivered and accepted prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non‑public business, technical and financial information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether in oral, written, visual or electronic form, including pricing, forecasts, unit costs, formulas, product specifications, customer lists and business plans. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees, agents and contractors who have a need to know and are bound to protect such information on terms at least as protective as this Agreement; and (c) not disclose Confidential Information to any third party without the prior written consent of Disclosing Party.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of this Agreement by Receiving Party; (ii) was known to Receiving Party prior to disclosure as demonstrated by written records; (iii) is rightfully received from a third party without breach of obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates in any effort to limit or protect the disclosure.

Warranties; Liability

Seller warrants that at the time of delivery goods shall conform to the specifications set forth in the Scope of Work and shall be free from material defects in workmanship and materials for a period of days from delivery. The foregoing warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose, except as expressly stated herein.

Neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or relating to this Agreement, whether in contract, tort (including negligence) or otherwise, except for damages resulting from willful misconduct or gross negligence. The parties' aggregate liability for direct damages shall not exceed the total amounts paid or payable by Buyer to Seller under this Agreement during the twelve (12) months immediately preceding the event giving rise to liability.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the governing state under the then-applicable commercial arbitration rules, unless the parties mutually agree to litigation.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by an authorized representative of each party.

Miscellaneous

Any notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth in the Parties section. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship except as expressly provided.

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