Product Specification Sheets

PRODUCT SPECIFICATION SHEET AND SUPPLY AGREEMENT

This Product Specification Sheet and Supply Agreement (the Agreement) is made and entered into by and between Client Name: and Supplier Name: . Effective Date: / / .

WHEREAS

WHEREAS, Client requires the manufacture, supply and delivery of the product(s) described in this Specification Sheet in accordance with the technical, quality and packaging requirements set forth herein; and

WHEREAS, Supplier represents that it has the capability, facilities and expertise to manufacture the product(s) to the specifications, test methods and schedules agreed by the parties; and

WHEREAS, the parties desire to set forth the product specifications, acceptance criteria, pricing and commercial terms under which Supplier will supply the product(s) to Client.

1. PRODUCT DETAILS

2. PERFORMANCE, TESTING AND ACCEPTANCE

Supplier shall supply pre-production samples for Client approval prior to mass production. Sample approval is required in writing and Client approval shall not be unreasonably withheld. Failure to obtain sample approval does not relieve Supplier from meeting final acceptance criteria.

3. PACKAGING, LABELING AND TRACEABILITY

4. COMPLIANCE

Supplier warrants that the product will comply with the following standards and regulations as applicable. Check all that apply and list certificate details where required.

5. PAYMENT TERMS

All payments are due net as specified in the Payment Schedule. Supplier shall invoice Client in accordance with the agreed milestones and provide commercially reasonable supporting documentation. Client may withhold payment for non-conforming goods until corrective action is taken in accordance with the Acceptance and Rework provisions.

6. TERM AND TERMINATION

Term Start Date: / / .

Term End Date: / / .

Either party may terminate this Agreement for material breach that is not cured within the notice period set forth above. Termination for convenience by either party requires the notice period and obligation to pay for all conforming goods delivered and work performed through the effective termination date.

7. CONFIDENTIALITY

Each party shall maintain in confidence all technical, commercial and business information disclosed by the other party marked or reasonably understood to be confidential, and shall not disclose such information to third parties except as required to perform this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is developed independently by the receiving party.

8. CHANGE CONTROL

Any proposed change to materials, manufacturing process, equipment, subcontractors, or specification shall be submitted in writing through a formal change request. Changes that affect fit, form, function, performance, regulatory compliance or price require prior written approval by Client. Supplier shall document change impact and maintain revision-controlled records.

9. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to its conflicts of law principles. The parties agree that exclusive venue for any dispute arising out of this Agreement shall be the courts of that jurisdiction unless otherwise agreed in writing.

Entire Agreement: This Agreement, together with any attachments, appendices, purchase orders and approved samples, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written negotiations, commitments and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

10. WARRANTIES; REMEDIES

Supplier warrants that all products delivered under this Agreement shall conform to the specifications, be free from defects in materials and workmanship for a period specified in the Product Warranty field below, and shall be merchantable and fit for the intended purpose described herein. Client's remedies for breach of warranty include repair, replacement, refund of purchase price, and recovery of reasonable costs associated with non-conforming goods.

11. QUALITY ASSURANCE AND ACCEPTANCE

Client will perform inspection within a commercially reasonable period after receipt. If goods fail to meet the agreed acceptance criteria, Supplier shall, at Supplier's option and expense, repair, replace or credit the non-conforming goods within the remediation period defined in the Acceptance and Testing section.

SIGNATURES

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