FOB Purchase Agreement

FOB PURCHASE AGREEMENT

This FOB Purchase Agreement (the "Agreement") is entered into as of by and between Seller Name: with principal place of business at (\"Seller\"), and Buyer Name: with principal place of business at (\"Buyer\").

RECITALS

WHEREAS, Seller is engaged in the manufacture and sale of certain goods described herein and desires to sell and deliver such goods to Buyer under the terms set forth below; and

WHEREAS, Buyer desires to purchase such goods from Seller on FOB terms specifying delivery to carrier at Seller's shipping point with risk of loss passing as provided in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the purchase, sale, delivery, inspection, payment and allocation of risk for the Goods.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: (a) "Goods" means the items described in Section 2; (b) "FOB" means Free On Board at the specified shipping point and carrier delivery location; (c) "Delivery" means tender of the Goods to the nominated carrier at Seller's shipping point; and (d) "Invoice" means the Seller's commercial invoice delivered in accordance with Section 3.

2. PURCHASE AND DESCRIPTION OF GOODS

3. PRICE, INVOICING AND PAYMENT

Buyer shall pay the Total Purchase Price to Seller in immediately available funds in accordance with the following terms: Payment shall be due within days from Buyer’s receipt of Seller's Invoice. Seller shall submit an Invoice upon Delivery. Buyer shall not be obligated to pay any Invoice that is not accompanied by any required transport documents or certificates specified in Section 4 and 10.

4. DELIVERY; FOB; RISK OF LOSS

Seller shall deliver the Goods FOB at Seller's shipping point specified as: Shipping Point: (the "Shipping Point").

Delivery shall be made by tendering the Goods to the carrier nominated by Buyer or, if Buyer fails to nominate, to a carrier selected by Seller. Title to the Goods shall pass to Buyer upon Seller's delivery of the Goods to the carrier at the Shipping Point. Risk of loss or damage to the Goods shall pass to Buyer at the time the Goods are delivered to the carrier at the Shipping Point in accordance with applicable FOB rules.

The parties acknowledge and agree that Seller's obligation to load the Goods onto the carrier constitutes Delivery under this Agreement and the Buyer assumes responsibility for freight, insurance in transit (unless otherwise agreed in writing), unloading, and all import duties, customs clearance and related charges at the destination.

5. INSPECTION AND ACCEPTANCE

Buyer shall have a period of days following physical receipt of the Goods to inspect and accept or reject non-conforming Goods. Buyer shall notify Seller in writing of any rejection within such period, specifying the basis for rejection and providing reasonable opportunity for Seller to cure. Failure to timely notify Seller shall constitute acceptance of the Goods.

6. WARRANTIES

Seller represents and warrants that: (a) at the time of Delivery, the Goods shall conform in all material respects to the agreed specifications set forth in this Agreement and any applicable sample or specification provided by Seller; (b) Seller has good title to the Goods and the right to sell and deliver them free of any lien, encumbrance or adverse claim; and (c) the Goods shall be free from material defects in workmanship and materials for a period of from Delivery.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. TAXES, DUTIES AND CUSTOMS

Unless otherwise agreed in writing, Buyer shall be responsible for all sales, use, value added, customs duties, import taxes and other governmental charges assessed or incurred with respect to the importation, transport, handling or resale of the Goods after Delivery at the Shipping Point. Seller shall be responsible for taxes imposed on Seller's income arising from the transaction.

8. DEFAULT; REMEDIES

An Event of Default shall occur if a party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach. Upon an Event of Default by Seller, Buyer may, at its option, (a) reject the non-conforming Goods and cancel the order for such Goods, (b) require Seller to replace or repair the Goods at Seller's expense, or (c) obtain cover and recover from Seller the difference between the contract price and the cost of cover together with incidental and consequential damages to the extent permitted by law. Upon an Event of Default by Buyer, Seller may suspend deliveries and exercise all remedies available at law or in equity, including recovery of the purchase price for delivered Goods and damages.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any loss, liability, claim, damage or expense (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's gross negligence, willful misconduct, breach of this Agreement, or any claim that the Indemnifying Party's acts or omissions caused bodily injury or property damage in connection with the performance of this Agreement.

10. INSURANCE

Seller shall maintain commercial general liability and product liability insurance in amounts reasonable for the nature of the Goods and customary in the trade until risk of loss has passed to Buyer. Upon reasonable request, Seller shall provide certificates evidencing such insurance coverage.

11. NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or such other address as a party may designate by written notice to the other. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state selected by the parties below without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising out of this Agreement.

13. MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay by a party in exercising any right under this Agreement shall operate as a waiver of such right.

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Counterparts: This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original and all of which together shall constitute a single instrument. Signatures delivered by facsimile or electronic image shall be deemed effective for all purposes.

ADDITIONAL TERMS

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