Hardware Purchase Agreement

HARDWARE PURCHASE AGREEMENT

This Hardware Purchase Agreement ("Agreement") is made and entered into as of , by and between Seller Name: , a organized under the laws of , with its principal place of business at (\"Seller\"); and Buyer Name: , a organized under the laws of , with its principal place of business at (\"Buyer\").

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing and selling the hardware items described in Schedule A attached hereto (the "Hardware"); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain quantities of the Hardware on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the entire agreement with respect to the sale and purchase of the Hardware.

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

1. DEFINITIONS

1.1 "Acceptance Period" means the period specified in Section 5.2 during which Buyer may inspect and accept the Hardware. Acceptance Period: days.

1.2 "Purchase Price" means the aggregate amount payable by Buyer to Seller for the Hardware as set forth in Section 3.

2. SALE AND PURCHASE

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase from Seller, the Hardware described in Schedule A in the quantities and at the times specified in Schedule A.

2.2 Schedule A; Changes. Schedule A sets forth a description of each Hardware item, quantity, unit price, and delivery schedule. Buyer may request changes to Schedule A by written purchase order; Seller shall use commercially reasonable efforts to accommodate such changes and shall confirm acceptance in writing. Any change that materially increases Seller's cost or delays delivery shall be subject to an equitable adjustment in price and/or schedule agreed in writing by the parties.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The Purchase Price for the Hardware shall be the aggregate of the unit prices for the items in Schedule A less any agreed discounts. Total Purchase Price: .

3.2 Payment Terms. Unless otherwise agreed in writing, Buyer shall pay Seller: (a) a non-refundable deposit in the amount of upon execution of this Agreement; and (b) the balance within days after Seller's invoice issued upon shipment. Payments shall be made in U.S. dollars by wire transfer or as otherwise agreed in writing.

3.3 Late Payments. Any amounts not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Buyer shall be responsible for all reasonable collection costs.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery Terms. Delivery shall be FOB: on the dates set forth in Schedule A. Estimated delivery dates are not fixed delivery times unless expressly stated as such in Schedule A.

4.2 Title and Risk. Title to and risk of loss for the Hardware shall pass to Buyer upon delivery to the carrier at Seller's shipping point, subject to the right of Buyer to inspect and reject non-conforming Hardware under Section 5.

5. INSPECTION AND ACCEPTANCE

5.1 Inspection. Buyer shall inspect the Hardware within the Acceptance Period following delivery. The Acceptance Period shall be days unless otherwise stated in Schedule A.

5.2 Acceptance. If Buyer fails to provide written notice of rejection within the Acceptance Period specifying the non-conformity in reasonable detail, the Hardware shall be deemed accepted. If Buyer validly rejects Hardware, Seller shall, at its option, repair or replace the non-conforming Hardware at Seller's expense or refund the applicable portion of the Purchase Price.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Hardware, free and clear of liens and encumbrances; (b) the Hardware will materially conform to the specifications set forth in Schedule A at the time of delivery; and (c) Seller has the full corporate power and authority to enter into and perform this Agreement.

6.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR FRAUD OR A BREACH OF SECTION 8 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF SELLER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold Buyer and its officers, directors and employees harmless from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of a claim that the Hardware, as provided by Seller and used as permitted under this Agreement, infringes any valid intellectual property right of a third party; provided that Buyer promptly notifies Seller in writing of such claim, gives Seller sole control of the defense and settlement, and cooperates with Seller.

8.2 Buyer Indemnity. Buyer shall indemnify and hold Seller harmless from and against claims arising from Buyer's misuse, modification, or combination of the Hardware with third-party products where the claim would not have arisen absent such misuse, modification, or combination.

9. TAXES; CUSTOMS; EXPORT

9.1 Taxes. All sales, use, excise, value-added and similar taxes imposed on the sale of the Hardware shall be borne by Buyer, except for taxes based on Seller's net income.

9.2 Export Compliance. Each party shall comply with all applicable export control and economic sanctions laws in connection with its performance under this Agreement. Buyer shall be responsible for obtaining any required import licenses and for payment of customs duties.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party agrees to hold in confidence and not disclose the other party's Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public technical, financial and commercial information disclosed in connection with the sale of the Hardware.

10.2 Exceptions. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, or that is rightfully received from a third party without restriction.

11. TERM; TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue until all obligations have been fulfilled unless earlier terminated as provided herein.

11.2 Termination for Material Breach. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

12. REMEDIES; RIGHTS CUMULATIVE

Except as otherwise provided, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights available at law or in equity. No failure or delay in exercising any right shall operate as a waiver.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the parties at the addresses set forth below or at such other address as a party may specify by notice in accordance with this Section.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may only be amended by a written instrument executed by duly authorized representatives of both parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of law rules. Governing law:

Any dispute arising under or in connection with this Agreement shall be resolved by the courts located in the jurisdiction specified above, subject to the parties' rights to seek injunctive relief in any competent court.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

17.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between them.

17.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliate upon prior written notice to Seller.

SCHEDULE A — HARDWARE DESCRIPTION

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