Pre Order Agreement

PRE-ORDER AGREEMENT

PARTIES

This Pre-Order Agreement (the "Agreement") is entered into by and between:

RECITALS

WHEREAS, Buyer desires to pre-order certain goods described herein and Supplier agrees to manufacture, allocate, and deliver such goods to Buyer under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to set forth the scope, payment schedule, delivery expectations, and remedies in the event of delay or non-performance.

SCOPE OF ORDER

Supplier shall supply the Product(s) described below in the quantities and at the unit prices stated. The details of the pre-order are:

PAYMENT TERMS

Buyer shall pay Supplier according to the payment schedule set forth below. All payments are non-interest-bearing except as expressly provided for late payments. Buyer is responsible for applicable taxes unless otherwise stated in writing.

DELIVERY AND ACCEPTANCE

Supplier will use commercially reasonable efforts to deliver the Product(s) by the estimated delivery date. Estimated delivery is not a guaranteed delivery date unless expressly stated as such in writing by Supplier.

Acceptance: Buyer shall inspect goods within a commercially reasonable period after delivery. If Buyer provides written notice of rejection specifying non-conformity, Supplier shall have the opportunity to cure. Failure to provide timely rejection shall constitute acceptance.

TERM AND TERMINATION

This Agreement begins on the Start Date and continues until completion of delivery and payment unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period above. Termination by Buyer for convenience prior to production commencement may subject Buyer to forfeiture of deposit or other reasonable costs incurred by Supplier.

CANCELLATION AND REFUND POLICY

Buyer may request cancellation of the pre-order. If cancellation occurs after Supplier has commenced production or incurred non-recoverable costs, Supplier may retain amounts equal to actual costs and reasonable damages. Refund timing will be subject to Supplier's customary refund procedures within a commercially reasonable time.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. Confidential Information shall mean non-public information disclosed in connection with this Agreement. The receiving party shall not disclose Confidential Information except to employees, agents, or contractors who need to know and who are bound by confidentiality obligations no less restrictive than herein. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, and except for payment obligations, neither party shall be liable for incidental, consequential, special or punitive damages. Supplier's aggregate liability for direct damages arising from this Agreement shall not exceed the total amount paid by Buyer under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law rules. Parties agree to attempt good faith negotiation to resolve disputes; failure of negotiation shall permit either party to seek remedies in a court of competent jurisdiction in that state.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has authority to enter this Agreement and that performance will comply with applicable laws. Supplier represents that the Product(s) will conform to the specifications set forth in the Scope of Order at the time of delivery.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written purchase terms expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior negotiations and understandings. No modification is binding unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision is held unenforceable, the remaining provisions shall remain in full force. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets.

By signing below, the authorized representatives of Buyer and Supplier acknowledge and agree that they have read, understood, and accepted the terms of this Pre-Order Agreement.

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