Hydrogen Product Sales Agreement

HYDROGEN PRODUCT SALES AGREEMENT

This Hydrogen Product Sales Agreement (the "Agreement") is entered into as of by and between Seller: , with its principal place of business at , and Buyer: , with its principal place of business at .

RECITALS

WHEREAS, Seller engages in the production, handling and sale of hydrogen in gaseous, compressed, or liquefied form and possesses capacity to supply hydrogen products meeting agreed specifications; and

WHEREAS, Buyer requires delivery of hydrogen product described herein for industrial, energy or transportation purposes and desires to purchase such product from Seller pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that deliveries, pricing, quality standards and risk allocation be governed by the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Product" means hydrogen meeting the specifications set forth in Section 2 and any applicable purchase order. Product detail and specifications:

1.2 "Delivery Point" means the location at which Seller tendering of Product to Buyer occurs as specified in Section 3.

2. SALE AND PURCHASE

2.1 Subject to the terms and conditions of this Agreement, Seller agrees to sell and deliver, and Buyer agrees to purchase and accept, the Product in quantities ordered by Buyer pursuant to firm purchase orders issued under this Agreement.

3. QUANTITY, DELIVERY AND TITLE

3.1 Delivery shall be made in accordance with delivery schedules agreed by the parties. Buyer shall issue firm purchase orders specifying requested delivery windows and quantities. Seller shall use commercially reasonable efforts to meet requested delivery windows but shall not be liable for delays caused by circumstances outside Seller's reasonable control.

3.2 Title and risk of loss to Product shall pass from Seller to Buyer at the Delivery Point, except as otherwise agreed in writing. Seller shall retain a security interest in the Product to secure payment until Buyer has paid Seller in full.

4. PRICE AND PAYMENT

4.1 The purchase price for Product shall be the unit price agreed by the parties and set forth below plus any applicable taxes, fees and costs unless otherwise stated.

4.2 Invoices shall be issued by Seller upon delivery or as otherwise agreed. Buyer shall pay undisputed amounts in accordance with Section 4.1. Late payments shall accrue interest at the rate set forth below.

5. INSPECTION AND ACCEPTANCE

5.1 Buyer shall inspect Product within a period of days after delivery. If Buyer notifies Seller in writing within such period of non-conformity, the parties shall cooperate to resolve the claim in accordance with Section 5.2.

5.2 If a Product is found to be non-conforming, Seller shall, at its option, repair or replace the non-conforming Product or issue a credit for the non-conforming portion, provided Buyer returns evidence of non-conformity and affords Seller reasonable opportunity to inspect.

6. WARRANTY; DISCLAIMER

6.1 Seller warrants that, at the time of delivery, Product shall conform to the Product specifications set forth in this Agreement. The warranty period shall be days from delivery.

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

7. LIMITATION OF LIABILITY

7.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR LOSS OF PRODUCTION, REGARDLESS OF THE THEORY OF LIABILITY.

7.2 THE AGGREGATE LIABILITY OF SELLER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. TAXES AND DUTIES

8.1 Unless otherwise stated in a writing signed by the parties, Buyer shall be responsible for all taxes, duties, levies and governmental charges (other than taxes on Seller's income) arising from the sale, transport or delivery of Product.

9. CONFIDENTIALITY

9.1 Each party shall keep confidential and shall not disclose to any third party any non-public commercial or technical information received from the other party in connection with this Agreement, except as required by law or as necessary to exercise rights or perform obligations under this Agreement.

10. FORCE MAJEURE

10.1 Neither party shall be liable for failure or delay in performance due to events beyond such party's reasonable control, including but not limited to acts of God, acts of governmental authorities, strikes, labor disputes, war, civil unrest, pandemics, inability to secure materials or transportation, or critical infrastructure failure. The affected party shall promptly notify the other and take commercially reasonable steps to mitigate the effect of the event.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Agreement.

11.2 Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the nature of the breach.

12. INDEMNIFICATION

12.1 Each party shall indemnify, defend and hold harmless the other party from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or breach of its representations, warranties or covenants under this Agreement.

13. NOTICES

13.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be deemed given when received by personal delivery, confirmed electronic transmission, or three (3) business days after deposit with commercial overnight courier.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of that or any other right or remedy.

14.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles that would apply the laws of another jurisdiction.

15.2 Entire Agreement: This Agreement, together with any schedules or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

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

16. MISCELLANEOUS

16.1 Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to any affiliate or in connection with a merger, consolidation or sale of substantially all of its assets.

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