Product Specification Sheet

Product Specification Sheet and Supply Agreement

This Product Specification Sheet and Supply Agreement (the Agreement) is made effective as of between Supplier Name: and Purchaser Name: .

WHEREAS

WHEREAS, Supplier manufactures and supplies the product described in this Specification Sheet and has represented that the product conforms to the specifications set forth herein;

WHEREAS, Purchaser desires to purchase the product from Supplier pursuant to the terms and conditions of this Agreement and in reliance on the warranties, specifications, and acceptance criteria specified below;

WHEREAS, the parties intend for this document to constitute the controlling specification for product design, manufacture, testing, packaging, and acceptance for orders placed under this Agreement.

PRODUCT IDENTIFICATION

MANUFACTURER INFORMATION

PHYSICAL & MATERIAL SPECIFICATIONS

PERFORMANCE & ELECTRICAL

PACKAGING, LABELING & LOGISTICS

QUALITY CONTROL, TESTING AND ACCEPTANCE

SCOPE OF WORK

PAYMENT TERMS

Unit Price: $    Estimated Total Contract Value: $

Late Payment Fee: applied to overdue invoices after days.

TERM AND TERMINATION

Term Start Date:    Term End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure within days after written notice. Either party may terminate without cause upon days' prior written notice.

WARRANTY

Supplier warrants that the product, at the time of delivery and for a period of months, will conform to the specifications in this Sheet, be free from defects in material and workmanship, and be fit for the intended use expressly stated in this Agreement. Remedies for breach of this warranty are limited to repair, replacement, or refund at Supplier's election, except where local law requires otherwise.

CHANGE CONTROL

Changes to the specifications, materials, manufacturing process, or source of supply require prior written approval from Purchaser. Supplier shall notify Purchaser in writing of any proposed change at least days prior to implementation and shall not implement the change without Purchaser's written consent.

CONFIDENTIALITY

Each party shall keep confidential all technical and commercial information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties except with prior written consent or as required by law. Confidentiality obligations survive termination for a period of years.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable for incidental, consequential, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall be limited to the total amount paid by Purchaser to Supplier under the applicable purchase order giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Purchaser: , without regard to conflict of law rules.

ENTIRE AGREEMENT

This document, together with any referenced purchase orders and accepted change notices, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, proposals, and representations, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

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