Business Wholesale Contract

Business Wholesale Contract

This Business Wholesale Contract (the Contract) is made effective as of , by and between:

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, sourcing and wholesaling the Goods described in this Contract and has the capacity to supply such Goods in the quantities and specifications requested; and

WHEREAS, Buyer desires to purchase Goods from Seller for resale or distribution in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Contract, the parties agree as follows.

Scope of Work

Seller shall supply and Buyer shall purchase the wholesale goods (the Goods) described below in accordance with the specifications, quantities and delivery schedule agreed by the parties. Seller warrants that all Goods delivered shall conform to the specifications agreed at the time of order and shall be free from material defects in materials and workmanship for the warranty period identified herein.

Payment Terms

Total Contract Value: $

Deposit: Buyer shall pay a non-refundable deposit of representing of the Total Contract Value upon execution of this Contract.

Balance Payment Schedule: The remaining balance shall be paid as follows:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum rate permitted by law, if lower). In addition, Buyer shall be responsible for reasonable collection costs, including attorneys' fees.

Taxes and Freight: Unless otherwise agreed in writing, Buyer shall be responsible for all sales, use and other taxes and duties associated with the sale. Shipping terms: Freight prepaid by Seller Freight collect by Buyer

Term and Termination

Term Commencement: This Contract shall commence on , .

Termination Date: This Contract shall continue until , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Contract without cause upon prior written notice of days to the other party. Termination shall not relieve Buyer of obligations to pay for Goods delivered prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Contract and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted in this Contract; and (c) use Confidential Information solely to perform its obligations under this Contract. Receiving party shall take no less than reasonable measures to protect the confidentiality of such information.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Contract; (ii) was known to receiving party prior to disclosure; (iii) is received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by receiving party without use of Confidential Information.

Warranties, Indemnification and Limitation of Liability

Seller warrants that at the time of delivery, Goods will materially conform to the specifications set forth in this Contract. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Contract.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM.

Governing Law

This Contract shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties agree that any action arising under this Contract shall be brought exclusively in the state or federal courts located in that state.

Entire Agreement and Miscellaneous

Entire Agreement: This Contract, including all exhibits and purchase orders 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, representations and understandings, whether written or oral.

Assignment: Neither party may assign its rights or delegate its obligations under this Contract without the prior written consent of the other party, except that either party may assign this Contract in connection with a merger, acquisition or sale of substantially all its assets.

Severability: If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices: All notices required or permitted under this Contract shall be in writing and delivered to the addresses provided above or to such other address as either party may designate in writing.

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