Goods Supply Contract

GOODS SUPPLY CONTRACT

This Goods Supply Contract (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Supplier represents that it is engaged in the manufacture, procurement and sale of the goods specified in this Agreement, and possesses the requisite capacity and authorizations to supply such goods to Purchaser on the terms set forth herein;

WHEREAS, Purchaser desires to purchase and Supplier desires to supply the goods described below in accordance with the specifications, quantities, delivery schedule and payment terms contained in this Agreement;

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

SCOPE OF WORK

DELIVERY

Delivery Location:

Delivery Deadline:   Required Delivery Schedule / Milestones:

Shipping Responsibility: Supplier Purchaser

PAYMENT TERMS

Supplier shall submit invoices to Purchaser and Purchaser shall pay undisputed amounts within days of receipt of invoice. Disputed items shall be notified in writing within the same period.

Past due amounts shall accrue interest at the lesser of percent per month or the maximum permitted by law. In addition, Purchaser shall reimburse Supplier for reasonable costs of collection.

TERM AND TERMINATION

This Agreement commences on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the breach.

Termination shall not relieve either party of liabilities accrued prior to termination nor relieve Purchaser of its obligation to pay for goods delivered and accepted prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information expressly designated as confidential or which, by its nature, should reasonably be considered confidential ("Confidential Information"). Confidential Information includes pricing, technical specifications, manufacturing processes, and business plans. Each party shall use Confidential Information solely for performance under this Agreement, exercise reasonable care to protect such information from disclosure, and shall not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this provision. Confidential obligations shall not apply to information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed without reference to the other party's Confidential Information, or (d) required to be disclosed by law or regulation, provided the disclosing party gives prompt notice to the other party to seek protective measures.

WARRANTIES; INSPECTION; ACCEPTANCE

Supplier warrants that goods delivered under this Agreement shall conform to the specifications set forth herein, be of good merchantable quality, and be free from defects in materials and workmanship for a period of the greater of ninety (90) days or as otherwise stated in the applicable specification. Purchaser shall inspect goods within a commercially reasonable time following delivery and shall notify Supplier in writing of any nonconformity. Supplier shall, at its option, repair, replace or credit nonconforming goods found by Purchaser to be nonconforming within the warranty period. This warranty is exclusive and is in lieu of all other warranties, express or implied, except that Supplier does not disclaim warranties of title.

LIMITATION OF LIABILITY

Except for indemnification obligations for third-party claims, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, indirect, punitive or special damages, including loss of profit or loss of business, arising out of or related to this Agreement. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amounts paid by Purchaser to Supplier under this Agreement during the six (6) month period preceding the claim.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided the indemnified party gives prompt written notice and permits the indemnifying party to control the defense and settlement of such claim.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, fire, flood, war, terrorism, epidemic, governmental action, labor disputes, or supply chain disruptions. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate the effect of the force majeure event.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If unresolved, disputes shall be brought in the state or federal courts located within the chosen governing state.

ENTIRE AGREEMENT

This Agreement, including any attachments, purchase orders expressly incorporated herein, and any written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations, or agreements, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

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