Product Sales Agreement

PRODUCT SALES AGREEMENT

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

RECITALS

WHEREAS, Seller is engaged in the manufacture and sale of the products described in this Agreement and has the capacity to supply such products in accordance with the terms set forth herein; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain products subject to the terms and conditions contained in this Agreement.

WHEREAS, the parties intend that this Agreement shall govern the sale, delivery, acceptance, and payment for such products.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below: "Products" means the goods identified in Section 2; "Purchase Price" means the total amount payable by Buyer to Seller for Products pursuant to Section 4; "Delivery Date" means the date on which Seller is required to deliver Products to Buyer pursuant to Section 5.

2. PRODUCTS; SPECIFICATIONS

Seller agrees to sell, and Buyer agrees to purchase, the Products described as follows:

3. PURCHASE ORDERS; ACCEPTANCE

Buyer shall submit purchase orders specifying product quantities, delivery schedules and applicable Purchase Price. Each purchase order shall reference this Agreement and shall be subject to acceptance by Seller. Seller shall accept or reject a purchase order in writing within five (5) business days of receipt; failure to reject within such period shall constitute acceptance.

Buyer shall inspect the Products promptly upon delivery and shall notify Seller in writing of any nonconformity within days of receipt. Absent timely notice, Products shall be deemed accepted.

4. PURCHASE PRICE AND PAYMENT

Buyer shall pay the Purchase Price specified on the accepted purchase order. Unless otherwise expressly agreed in writing, Buyer shall pay the Purchase Price within days from the date of Seller's invoice. All payments shall be made in lawful currency and free of setoff or deduction.

5. DELIVERY; TITLE; RISK OF LOSS

Delivery terms shall be unless otherwise agreed. Delivery Date for each purchase order is the date specified on the accepted purchase order. Title and risk of loss shall transfer to Buyer in accordance with the agreed delivery terms.

6. WARRANTIES

Seller warrants that, at the time of delivery, the Products will conform to the specifications set forth in this Agreement and will be free from material defects in material and workmanship for a period of months from delivery. Buyer's sole and exclusive remedy for breach of this warranty shall be, at Seller's option, repair or replacement of nonconforming Products or refund of the portion of the Purchase Price attributable to such Products, provided Buyer returns nonconforming Products in accordance with Seller's reasonable instructions.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF SELLER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's negligence, willful misconduct, or breach of its representations or obligations under this Agreement.

9. TAXES

Unless otherwise agreed in writing, Buyer shall be responsible for all sales, use, value-added and other taxes, duties or governmental charges (other than taxes imposed on Seller's net income) arising from the sale, delivery or use of the Products. If Seller is required to collect any such taxes, Buyer shall reimburse Seller upon invoicing.

10. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly available, already in the receiving party's possession, or independently developed without use of the disclosing party's confidential information.

11. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, strikes, war, terrorism, pandemics, governmental acts or shortages of materials; provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or such other address as a party may designate by notice:

13. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the other party's prior written consent, except that either party may assign this Agreement to an affiliate or to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets; provided that the assigning party remains liable for the performance of its obligations hereunder.

14. GOVERNING LAW; JURISDICTION

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Agreement, together with any accepted purchase orders and written attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. No amendment, modification or waiver shall be effective unless made in writing and signed by both parties. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17. COUNTERPARTS

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

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