Legal Sales Agreement

LEGAL SALES AGREEMENT

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

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, supplying or distributing certain goods described as (the "Goods");

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sale and purchase of the Goods.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal Sales Agreement and any schedules or exhibits attached hereto. "Goods" means the items described in Schedule A (or as otherwise identified in writing by the parties), including all component parts, packaging and labeling.

2. SALE AND TRANSFER

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, the Goods described in Schedule A and any written purchase orders issued pursuant to this Agreement.

2.2 Schedule A / Description. The detailed description, quantity and specifications of the Goods are set forth in the attached Schedule A or as otherwise agreed in writing:

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The total purchase price for the Goods shall be (the "Purchase Price"), payable in U.S. dollars unless otherwise specified in writing.

3.2 Payment Terms. Buyer shall pay the Purchase Price in accordance with the following schedule: Deposit of upon execution and the balance upon .

3.3 Late Payment. 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 reasonable collection costs and attorneys' fees incurred by Seller.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery. Unless otherwise agreed in writing, Seller shall deliver the Goods FOB Seller's facility at on or about .

4.2 Title and Risk of Loss. Title to and risk of loss or damage to the Goods shall pass to Buyer upon tender of the Goods to the carrier at the delivery point, unless otherwise expressly agreed in writing.

5. INSPECTION AND ACCEPTANCE

5.1 Inspection. Buyer shall inspect the Goods promptly upon receipt and shall notify Seller in writing of any nonconformity or defect within calendar days after delivery. Failure to provide timely notice shall constitute irrevocable acceptance of the Goods.

5.2 Remedies. For timely-reported nonconformities, Seller's sole obligation shall be, at Seller's option, to repair or replace the nonconforming Goods or to credit or refund the portion of the Purchase Price attributable to such Goods.

6. WARRANTIES; DISCLAIMERS

6.1 Seller Warranty. Seller warrants that, for a period of months from date of delivery, the Goods will materially conform to the specifications set forth in Schedule A and will be free from defects in material and workmanship under normal use. This warranty does not apply to damage resulting from misuse, neglect, alteration, improper installation, or ordinary wear and tear.

6.2 DISCLAIMERS. EXCEPT FOR THE EXPRESS WRITTEN WARRANTY SET FORTH IN SECTION 6.1, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

7. TAXES

7.1 Taxes. All sales, use, excise or similar taxes applicable to the sale or transfer of the Goods shall be borne by , except for taxes based on Seller's net income.

8. INDEMNIFICATION

8.1 Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer from and against any third-party claim, loss or liability to the extent arising from Seller's breach of Section 6 (Warranties) or Seller's negligent acts or omissions in the manufacture of the Goods.

8.2 Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any third-party claim, loss or liability to the extent arising from Buyer's misuse of the Goods, modification of the Goods by parties other than Seller, or Buyer's breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Limitation. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT.

9.2 Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party shall maintain in confidence the other party's confidential or proprietary information disclosed in connection with this Agreement and shall not disclose such information except to its employees, agents or contractors who have a need to know, provided such parties are bound by confidentiality obligations no less protective than those set forth herein.

10.2 Exceptions. Confidential information does not include information that is or becomes publicly available without breach, was lawfully known prior to disclosure, or is independently developed.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may designate by written notice).

12. ASSIGNMENT; FORCE MAJEURE; COUNTERPARTS

12.1 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 to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets.

12.2 Force Majeure. Neither party shall be liable for failure or delay in performance to the extent caused by events beyond such party's reasonable control, including acts of God, strikes, acts of governmental authorities, wars or pandemics; provided that the affected party provides prompt notice and uses commercially reasonable efforts to resume performance.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures.

13. AMENDMENTS; WAIVER

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

13.2 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflict of laws.

14.2 Entire Agreement. This Agreement, together with any schedules or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a replacement provision that reasonably reflects the parties' intent.

MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had the opportunity to consult legal counsel and that this Agreement is the product of mutual negotiation.

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