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Contract for the International Sale of Goods with Purchase Money Security Interest Agreement made on the       day of       , 20       , between       , a corporation organized and existing under the (Name of Corporation) laws of the State of       , of the United States of America, and with (Name of State) its principal office located at       , and referred (Street Address, City, County, State, Zip Code) to herein as Seller , and       , a corporation organized and (Name of Corporation) existing under the laws of the       , of the nation of France, with (Name of Province) its principal office located at       , referred to (Street Address, City, County, State, Zip Code) herein as Buyer. Said Buyer and Seller are sometimes referred to herein as the Parties. I. Sale of Goods. Seller shall sell, transfer, and deliver to Buyer on or before       , the following described property, hereinafter called Goods: (Date of Sale)       . (Description of Goods) Delivery shall be made on or before       to the Buyer at Buyer’s warehouse (Date) located at       , France. (Street Address, City, Province) II. Consideration. Buyer shall pay upon receipt $       to be applied on the Purchase Price of $       , and agrees to pay the balance of the purchase price as follows: $       , to be evidenced by a Promissory Note of Buyer, providing for full prepayment privileges without penalty. Said Note shall be in the form attached hereto as Exhibit A. The balance of said purchase price shall be secured by the security Agreement set forth in Paragraph V below with the appropriate Uniform Commercial Code financing statements. The Purchase Price shall be paid in U. S. Dollars. III. Packing and Shipping. A. The Goods shall be suitably packed, marked , and shipped as designated by Buyer or, in the absence of such a designation, in accordance with the requirements of U. S. common carriers in a manner to secure lowest transportation cost, and no additional charge shall be made to Buyer. Contract for the International Sale of Goods Page 1 of 6 B. There will be no additional charges to Buyer for packing. C. Seller will insure the shipment by commercial maritime shippers at full value plus       % of full value. Seller will not insure air freight shipments for more than the minimum coverage offered by the carrier. D. All local, state, and federal excise, sales, and use taxes, when applicable, shall be stated separately on Seller's Invoices. E. Seller's Invoices shall contain the following information: 1. Buyer's purchase order number; 2. Description of Goods shipped; 3. Quantity of Goods shipped; and 4. Any unit price applicable to the Goods . IV. Delivery. A. Seller shall expend its best efforts to conform to the mutually agreed delivery date(s) for Goods ordered pursuant to this Agreement. In the event of failure of delivery on the delivery date, Buyer will give Seller written notice of delinquency allowing Seller a reasonable time to cure. In no event shall Seller be considered in default of its obligation under this Agreement to deliver until       days after the notice. Unless otherwise specified in this Agreement, title to and risk of any loss of or damage to the Goods shall pass from Seller to Buyer when they are delivered as specified in Section I above, except for loss or damage resulting from Seller 's fault or negligence or failure to comply with this Agreement. Passing of title upon the delivery shall not constitute acceptance of the Goods. B. Seller shall notify Buyer immediately of any circumstances that may cause a delay in delivery stating the estimated period and reasons for delay and, if requested by Buyer, shall use additional effort, including premium effort, and shall ship via air or other expedited routing to avoid or minimize delay to the maximum extent possible, all at no change in the price, and without prejudice to any of Buyer's rights or remedies. C. In spite of any other provisions of this Agreement, if shipment cannot be or is not made within       days after the delivery date specified in Section I , Buyer may, upon knowledge of the fact and whether or not the delay would be excusable as provided below, terminate the Agreement by written notice to Seller and, in spite of any other provisions of this Agreement, the termination shall be without cost to Buyer and shall discharge all obligations and liabilities of the parties under this Agreement VIII. Inspection A. Seller shall inspect and test all Goods prior to shipment to Buyer. Notwithstanding any prior payment or inspection by Buyer, all Goods shall be subject to final inspection and acceptance by Buyer at Buyer's facility at the address set forth above, or in accordance with quality control standards to be agreed upon by Buyer and Seller. Contract for the International Sale of Goods Page 2 of 6 Final inspection and acceptance or rejection will be made by Buyer within       days after receipt of the Goods, and failure of Buyer to reject any of the Goods within       days after receipt shall constitute acceptance. Should Buyer reject of the Goods for failure to conform to the requirements of this Agreement, Buyer shall notify Seller of the rejection, giving detailed reasons for the rejection. Seller shall then have the option to repair or replace the nonconforming Goods within       days at Buyer's or Seller's facility. Rejected items to be returned to Seller shall be shipped at Seller's expense. Should Seller fail to act to correct any nonconforming product within       days after notice by Buyer, then Buyer may, at Seller's risk and expense, return any nonconforming product to Seller . B. Identification of Goods. Identification of the Goods to this Agreement shall not be deemed to have been made until both Buyer and Seller have specified that the Goods in question are marked to be included within this Agreement. IX. Security Agreement A. Buyer grants to Seller a security interest in the Goods and any and all additions and accessions (the Collateral ) to secure the payment of the Promissory Note and any and all other liabilities, direct or indirect, absolute or contingent, now existing or arising later to Seller (collectively called, the obligations). B. Except for the security interest granted by this Agreement, Buyer shall be the owner of collateral free from any adverse lien, security interest, or encumbrance. Buyer shall defend collateral against all claims and demands of any or all persons claiming collateral or any interest in the collateral. C. At the request of Seller, Buyer shall join with Seller in executing one or more financing statements pursuant to Article 9 of the Uniform Commercial Code of the State of       in a form satisfactory to Seller. Buyer shall pay the (Name of State) cost of filing such financing statement or statements, or filing or recording this Agreement, in all public offices where filing or recording is deemed by Seller to be necessary or desirable. D. Buyer shall not sell or offer to sell or otherwise transfer Collateral or any interest in the Collateral without the written consent of Seller. E. Until default Buyer may have possession of Collateral and use it in any lawful manner not inconsistent with this Agreement and not inconsistent with any policy of insurance with respect to Collateral. F. Buyer shall keep Collateral free from any adverse lien, security interest, or encumbrance and in good order and repair, and shall not waste or destroy Collateral or any part of the same. Buyer shall not use Collateral in violation of any statute or Contract for the International Sale of Goods Page 3 of 6 ordinance. Seller may examine and inspect Collateral at any reasonable time, wherever located. G. Buyer shall have and maintain insurance against risk of fire at all times with respect to all of Collateral, including so-called extended coverage, of theft, and of such other casualties as Seller may require. The policies of insurance shall contain such terms and be in such form, for such periods, and written by such companies as may be satisfactory to Seller. Such insurance shall be payable to Seller and Buyer as their interests may appear. All policies of insurance shall provide for       days' written minimum cancellation notice to Seller. H. Buyer shall furnish Seller with certificates or other evidence satisfactory to Seller of compliance with the requirements set forth in this Section. I. Seller may act as attorney for Buyer in obtaining, adjusting, settling, and canceling such insurance and endorsing any related drafts. J. Buyer shall pay promptly when due all taxes and assessments on Collateral or levied on its use or operation, and taxes and assessments on this Agreement, or on the note attached to this Agreement or any other note or notes evidencing Obligations. K. At its option, Seller may discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on Collateral, may pay for insurance on Collateral, and may pay for the maintenance and preservation of Collateral. Buyer shall reimburse Seller on demand for any payment made or any expense incurred by Seller pursuant to the foregoing authorization. L. Buyer shall be in default under this Agreement on the happening of any of the following events or conditions: 1. Default in the payment or performance of any obligation, covenant, or liability contained or referred to in this Agreement or in the Note attached to this Agreement or any other note evidencing any such obligation, covenant, or liability. 2. Falsity in any material respect when made or furnished to Seller by or on behalf of Buyer concerning any warranty, representation, or statement. 3. Any loss, theft, confiscation, destruction, substantial damage, or danger of misuse of Collateral; any sale or encumbrance to or of any of Collateral; any levy on, or seizure or attachment of Collateral. 4. Dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or commencement of any proceeding under any bankruptcy or insolvency laws by or against Buyer or any guarantor or surety for Contract for the International Sale of Goods Page 4 of 6 Buyer. M. On default under this Agreement and at any time after such default, Seller may declare all Obligations immediately due and payable and shall have the remedies of a Seller under Article 9 of the Uniform Commercial Code of the State of       . Seller may require Buyer to assemble Collateral and make it available to Seller at a place to be designated by Seller that is reasonably convenient to both parties. Unless Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Seller shall give Buyer reasonable notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition of Collateral is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Buyer shown in this Agreement at least       days before the time of the sale or disposition. Expenses of retaking, holding, preparing for sale, selling, or the like shall include reasonable attorney's fees and legal expenses incurred by Seller. X. Receipt Construed as Delivery. Goods shall be deemed received by Buyer when delivered to Buyer at       . (Address of Buyer) XI. Risk of Loss. The risk of loss from any casualty to the Goods, regardless of the cause, shall be on Seller until the Goods have been accepted by Buyer. XII. Warranty of No Encumbrances. Seller warrants that the Goods are now free, and that at the time of delivery shall be free from any security interest or other lien or encumbrance. XIII. Warranty of Title. Seller warrants that at the time of signing this Agreement, Seller neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of Seller in the Goods. XIV. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XV. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XVI. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) Contract for the International Sale of Goods Page 5 of 6 XVI. Notices. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XVII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XVII. Entire Agreement. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XVIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XXIX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XX. Applicable Law and Guiding Principles. Questions relating to this Agreement that are not settled by the provisions contained in the Agreement itself shall be governed by the United Nations Convention on Agreements for the International Sale of Goods (Vienna Sales Convention of 1980, hereafter referred to as CISG). Questions not covered by the CISG shall be governed by the Principles of International Commercial Agreements (hereafter referred to as UNIDROIT Principles). WITNESS our signatures as of the day and date first above stated.             (Name of Buyer) (Name of Seller) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Contract for the International Sale of Goods Page 6 of 6