Global Sales Order

GLOBAL SALES ORDER

This Global Sales Order (the "Order") is entered into as of Order Date: by and between Seller Name: and Buyer Name: .

WHEREAS

WHEREAS, Seller is engaged in the business of manufacturing, supplying and exporting the goods and services described in this Order and represents that it has the authority and capacity to sell such goods and services internationally; and

WHEREAS, Buyer desires to purchase such goods and services under the terms and conditions set forth herein and to effect international sale and delivery in accordance with the agreed delivery terms; and

WHEREAS, the parties wish to record the terms of their agreement in this Order which, when accepted by Seller in writing or by performance, shall constitute a binding contract between the parties.

SCOPE OF GOODS AND SERVICES

ORDER DETAILS

Select applicable international delivery term: FOB CFR CIF EXW

Currency:   Subtotal:   Taxes & Fees:   Total Amount Due:

PAYMENT TERMS

Buyer shall pay Seller the Total Amount Due in accordance with the following terms:

Advance Payment (if any):   Payment Due Days After Invoice:

Late Payment Fee: Buyer shall pay interest on overdue amounts at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated daily and compounded monthly, plus all costs of collection including reasonable attorneys' fees.

CUSTOMS, TAXES AND COMPLIANCE

Unless otherwise agreed in writing, Buyer is responsible for all import duties, taxes and customs charges in the country of import. Seller is responsible for export compliance in the country of export and will provide such export documentation as reasonably required.

Export/Import Compliance: Buyer certifies that neither Buyer nor any end-user is subject to trade sanctions or embargoes that would prohibit performance. Certification acknowledged

TERM AND TERMINATION

This Order commences on Start Date: and remains in effect until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Order for convenience upon providing Notice Period of days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Order and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Order it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic business, technical, financial and product information. Each party shall (a) hold Confidential Information in confidence with at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely for the purposes of performing obligations under this Order. Confidential Information does not include information that is/was: publicly available without breach; rightfully received from a third party without restriction; independently developed without use of the other party's Confidential Information; or required to be disclosed by law (provided that the disclosing party gives prompt notice to the other party to seek protective relief).

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Seller's aggregate liability for direct damages arising out of or related to this Order shall not exceed the Total Amount paid by Buyer to Seller under this Order.

GOVERNING LAW

This Order shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Order, together with any attachments, purchase order schedules and accepted quotations expressly incorporated herein, 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. Any amendment or modification of this Order must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Any notices required or permitted under this Order shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. If any provision of this Order is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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