Legal Purchase Terms Agreement

LEGAL PURCHASE TERMS AGREEMENT

This Legal Purchase Terms Agreement (the Agreement) is made as of by and between Seller Name: , an entity organized under the laws of with principal place of business at (Seller), and Buyer Name: , with principal place of business at (Buyer). Seller and Buyer may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Seller is engaged in the manufacture, distribution or sale of certain goods described herein and has agreed to sell such goods to Buyer on the terms set forth in this Agreement;

WHEREAS, Buyer desires to purchase the goods from Seller and Seller desires to sell the goods to Buyer pursuant to the terms and conditions set forth below; and

WHEREAS, the Parties intend that this Agreement govern their respective rights and obligations with respect to the purchase and sale described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 "Goods" means the items to be sold by Seller to Buyer as described in Section 2 and in any related Purchase Schedule executed by the Parties. 1.2 "Purchase Price" means the total consideration for the Goods as set forth in Section 3. Capitalized terms not otherwise defined in this Agreement have the meanings ascribed to them herein.

2. DESCRIPTION OF GOODS

The Goods to be sold under this Agreement are described as follows. The description, specifications and any special packaging or labeling requirements shall be set forth in writing and agreed by both Parties.

3. PURCHASE PRICE AND PAYMENT TERMS

3.1 Purchase Price. Buyer shall pay Seller the Purchase Price in lawful currency as set forth below and in any executed invoice. All payments shall be made in cleared funds and without setoff, deduction or counterclaim except as expressly provided in this Agreement.

4. DELIVERY, TITLE AND RISK OF LOSS

4.1 Delivery. Seller shall deliver the Goods to the location specified by Buyer in writing. Delivery date or schedule:

4.2 Title and Risk of Loss. Title to the Goods shall pass to Buyer upon . Risk of loss shall remain with Seller until the occurrence of the event specified in this Section 4.2, unless otherwise agreed in writing.

5. INSPECTION AND ACCEPTANCE

Buyer shall have an inspection period of days after delivery to inspect the Goods and notify Seller in writing of any non-conformity. If Buyer fails to provide timely written notice, the Goods shall be deemed accepted, except for latent defects that could not reasonably have been discovered.

6. WARRANTIES

6.1 Seller Warranty. Seller warrants that, at the time of delivery, the Goods shall materially conform to the agreed specifications and be free from material defects in materials and workmanship for a period of from date of delivery. Seller's sole obligation under this warranty shall be repair or replacement of non-conforming Goods or refund of the purchase price for such Goods, at Seller's option.

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

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold the other Party harmless from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying Party's negligence, willful misconduct or breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, fraud, or a Party's failure to comply with payment obligations under this Agreement, neither Party shall be liable to the other for special, incidental, consequential or punitive damages. The aggregate liability of each Party for direct damages arising out of or relating to this Agreement shall not exceed the total amount actually paid by Buyer to Seller under this Agreement with respect to the Goods giving rise to the claim.

9. TAXES

Unless otherwise agreed in writing, Buyer shall be responsible for and shall pay all sales, use, excise or similar taxes, duties or charges assessed with respect to the sale, transportation or use of the Goods, excluding taxes based on Seller's net income. If Seller is required by applicable law to collect any such amount, Buyer shall reimburse Seller.

10. CONFIDENTIALITY

Each Party shall keep confidential the terms of this Agreement and any non-public information received from the other Party and shall not disclose such information except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein, or as required by law.

11. COMPLIANCE WITH LAW

Each Party shall comply with all applicable laws, regulations and ordinances in performing its obligations under this Agreement, including export control and import laws. Each Party shall obtain and maintain any permits or licenses required for the performance of its obligations.

12. DEFAULT, REMEDIES AND TERMINATION

If either Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice from the non-breaching Party, the non-breaching Party may terminate this Agreement and pursue any remedies available at law or in equity. Termination shall not relieve either Party of obligations accrued prior to termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section 13.

14. AMENDMENTS AND WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties agree that the state and federal courts located in that state shall have exclusive jurisdiction to resolve disputes arising under this Agreement.

16. ENTIRE AGREEMENT

This Agreement, together with any Purchase Schedule or written attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it valid, legal and enforceable, and the remaining provisions shall remain in full force and effect.

18. COUNTERPARTS

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 and effective as original signatures.

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