Business Return Agreement

BUSINESS RETURN AGREEMENT

This Business Return Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Returning Party: with address and Receiving Party: with address .

WHEREAS

WHEREAS, Returning Party regularly purchases goods and/or receives services from Receiving Party and requires a formal mechanism to return certain goods or request credit; and

WHEREAS, Receiving Party operates facilities to receive, inspect and process returned goods subject to the terms, timelines and fees set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the return, inspection and disposition of goods or products.

SCOPE OF RETURNS

Returns are accepted only for goods that meet the conditions described above and only if a Return Merchandise Authorization ("RMA") has been issued by Receiving Party in accordance with the procedure set forth below. The parties acknowledge that certain items, including but not limited to perishables, custom-made goods, opened software, and goods marked non-returnable at sale, are not eligible for return unless expressly agreed in writing.

RETURN AUTHORIZATION AND PROCEDURE

All returns require an RMA number issued by Receiving Party prior to shipment. Request RMA by contacting Receiving Party Representative: at Phone: or Email: .

Goods must be returned within days of delivery to be eligible for credit, unless otherwise agreed in writing by the parties.

Shipping responsibility for returned goods shall be borne by Returning Party Receiving Party. Goods must be returned in original packaging unless otherwise agreed. Risk of loss remains with Returning Party until Receiving Party physically accepts the returned goods at Receiving Party's designated receiving facility.

INSPECTION AND ACCEPTANCE

Receiving Party shall inspect returned goods within calendar days of receipt. If goods conform to the conditions described in this Agreement, Receiving Party will accept the return and issue credit or refund as provided below. If goods fail inspection, Receiving Party may reject the return and notify Returning Party in writing, specifying the basis for rejection.

PAYMENT TERMS

Unless otherwise agreed in writing, accepted returns are subject to a restocking fee equal to % of the original purchase price, which may be deducted from any refund or credit issued.

Receiving Party will issue refunds or credits within calendar days after acceptance. Refunds will be issued by unless otherwise agreed in writing.

If Receiving Party fails to issue a refund or credit within the refund timeline, a late fee of % per month (prorated for partial months) will apply to the outstanding refund amount, capped at %.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination does not relieve either party of obligations accrued prior to termination, including but not limited to processing of properly authorized returns in transit or received prior to termination.

Either party may terminate for cause upon material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach, or immediately in the event of insolvency or bankruptcy of the other party.

CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any nonpublic information designated as confidential or that by its nature would reasonably be considered confidential ("Confidential Information"), including, without limitation, customer lists, pricing, technical specifications, and proprietary return procedures. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was lawfully in the receiving party's possession prior to disclosure, or (c) is independently developed without use of the disclosing party's Confidential Information.

The receiving party will use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality survive termination of this Agreement for a period of two (2) years.

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 rules. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the county where Receiving Party's principal place of business is located, and both parties consent to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

No waiver of any breach of this Agreement constitutes a waiver of any other or subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to consult legal counsel before executing this Agreement.

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