Commercial Trading Terms Agreement

COMMERCIAL TRADING TERMS AGREEMENT

This Commercial Trading Terms Agreement (the Agreement) is made and entered into as of by and between Party A: , an entity organized as Entity Type: Corporation LLC Partnership Individual, with principal place of business at ; and Party B: , an entity organized as Entity Type: Corporation LLC Partnership Individual, with principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of sourcing, supplying and selling commercial goods and commodities; and

WHEREAS, Party B purchases, trades and resells such goods in commerce and desires to establish terms governing the procurement, delivery and payment for such goods; and

WHEREAS, the parties desire to set forth the rights, obligations and allocation of risk with respect to transactions between them under these Commercial Trading Terms;

NOW THEREFORE, in consideration of the covenants and agreements set forth below, the parties agree as follows:

1. Definitions

1.1 "Goods" means the products, commodities or materials described in each transaction confirmation or purchase order issued under this Agreement. Specific description of Goods for an initial transaction (if any):

1.2 "Contract Price" means the price agreed for Goods in each Order, exclusive of taxes, duties and permitted additional charges. Currency for pricing:

2. Scope and Application

2.1 These Terms govern all sales and purchases of Goods between the parties, whether evidenced by written order, invoice, email confirmation or other commercial document, unless the parties have executed a separate written agreement expressly superseding these Terms.

2.2 No additional or different terms proposed by the buyer in any purchase order or other document shall become part of the contract unless expressly agreed in writing and signed by an authorized representative of the seller.

3. Orders; Confirmation; Forecasts

3.1 Orders placed by Party B shall be valid when accepted in writing by Party A or when Party A issues an order confirmation. Each accepted order constitutes a separate contract incorporating these Terms.

3.2 Party B may provide non-binding forecasts. Party A shall not be obliged to supply quantities beyond confirmed orders. Lead times for delivery:

4. Price, Payment and Credit

4.1 Payment terms: Party B shall pay the Contract Price in accordance with the invoice and the agreed payment schedule. Standard payment term: .

4.2 Late payments shall accrue interest at the rate of on the overdue amount, calculated monthly until paid in full. Party A may suspend delivery for overdue accounts after written notice.

4.3 Party A may require advance payment, letter of credit or other security if creditworthiness is unsatisfactory or if Party B is in material default.

5. Delivery; Title; Risk of Loss

5.1 Delivery terms shall be as set forth in the Order or confirmation (e.g., FCA, FOB). Agreed delivery term: .

5.2 Title and risk of loss shall pass as specified by the applicable Incoterm or, if not specified, upon physical delivery to the carrier at the nominated dispatch point.

6. Inspection; Acceptance; Rejection

6.1 Party B shall inspect Goods promptly upon receipt and must notify Party A in writing of any claim for shortage, damage, or non-conformity within of delivery. Failure to timely notify constitutes acceptance.

6.2 For accepted claims, Party A's remedy shall be, at its option, repair, replacement or refund of the Contract Price for the non-conforming Goods subject to return of those Goods and verification by Party A.

7. Warranties

7.1 Party A warrants that at the time of delivery the Goods shall conform to the contractual description and be free from material defects in workmanship and materials. The foregoing warranty is limited to a period of from delivery.

7.2 EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Indemnity

8.1 Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnitee's breach of this Agreement, negligent acts or willful misconduct, subject to the limitations set forth in Section 9.

9. Limitation of Liability

9.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED (THE "CAP").

10. Compliance with Laws; Export Controls

10.1 Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including those relating to export and import controls, sanctions and anti-corruption. Party B shall not resell Goods in a manner that violates applicable trade controls.

11. Confidentiality

11.1 Each party shall maintain in confidence all confidential or proprietary information disclosed by the other party in connection with this Agreement and shall not use such information except to perform under this Agreement. Confidentiality obligations shall survive termination for a period of .

12. Term and Termination

12.1 The Agreement shall commence on the Effective Date and continue until terminated by either party upon prior written notice, subject to outstanding Orders.

12.2 Either party may terminate immediately for material breach that remains uncured for after written notice or upon insolvency of the other party.

13. Force Majeure

13.1 Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, war, strikes, shortages, embargoes, pandemics, governmental actions or disruptions of transport or supply. The affected party shall notify the other promptly and use reasonable efforts to mitigate the effect.

14. Notices

14.1 All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice. Notices shall be deemed delivered when received in person, on the date of confirmed delivery by overnight courier, or three business days after deposit in certified mail.

15. Amendments; Waiver; Counterparts

15.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of that provision.

15.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

16. Governing Law; Dispute Resolution

16.1 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.

16.2 The parties shall attempt in good faith to resolve disputes amicably. If resolution cannot be achieved within 60 days, either party may pursue any remedy available at law or equity in the courts of the chosen jurisdiction.

17. Entire Agreement; Severability

17.1 This Agreement, together with any confirmed Orders and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and agreements.

17.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

18. Miscellaneous

18.1 Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes obligations hereunder.

18.2 Relationship of Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

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