Inventory Restock Form

INVENTORY RESTOCK AGREEMENT & RESTOCK FORM

WHEREAS

WHEREAS, Supplier Name: supplies inventory products and components to Purchaser Name: ; and

WHEREAS, Purchaser requires certain items to be restocked and Supplier is willing to supply such items under the terms set forth herein.

ORDER SUMMARY

Order Date:   Expected Delivery Date:

ITEMIZED RESTOCK

Subtotal:   Tax:   Shipping & Handling:

Total Amount Due:

SCOPE OF WORK

PAYMENT TERMS

Payment Amount (aggregate):

Late Payment Fee:

Supplier shall invoice Purchaser in accordance with the payment schedule. Purchaser shall pay invoices within the time frame specified in the invoice. Late payment shall accrue the stated late fee and Supplier may suspend further deliveries after written notice if payment is delinquent beyond the cure period.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Material breach that remains uncured for a period of 30 days after written notice entitles the non-breaching party to terminate immediately. Termination does not relieve Purchaser of payment for deliveries made or Supplier's right to payment for goods in production or previously ordered in reliance on forecasts.

RECEIVING, INSPECTION & STORAGE

Purchaser shall inspect deliveries within days of receipt. Claims for shortage, damage or nonconformity must be submitted in writing within that inspection period. If Purchaser fails to timely notify Supplier, items shall be deemed accepted.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive proprietary information of the other party. “Confidential Information” includes pricing, inventory levels, forecasts, product specifications, and business processes. Each party shall (i) use Confidential Information only for performance of this Agreement, (ii) protect it with at least the same degree of care used to protect its own confidential information but no less than reasonable care, and (iii) not disclose it to third parties except to employees, agents, advisors or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations survive termination for three years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; REMEDIES

This Agreement shall be governed by and construed in accordance with the laws of the governing_jurisdiction: , without regard to its conflict-of-law principles. Monetary damages may be inadequate; the prevailing party shall be entitled to injunctive relief and recovery of reasonable attorneys’ fees and costs in any enforcement action.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules, purchase orders accepted in writing by Supplier and the restock details herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL ACKNOWLEDGMENTS

Purchaser confirms that quantities and specifications in this form reflect a firm restock order to be fulfilled in accordance with the terms of this Agreement. Supplier confirms capacity to fulfill the listed quantities subject to the agreed delivery schedule and notice provisions.

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