Purchase Supply Agreement

Purchase Supply Agreement

This Purchase Supply Agreement ("Agreement") is made effective as of Day: Month: Year: by and between Supplier Name: with a principal place of business at ("Supplier"), and Buyer Name: with a principal place of business at ("Buyer"). Each of Supplier and Buyer is a "Party" and together the "Parties."

Recitals

WHEREAS, Supplier is engaged in the manufacture and sale of the goods described in this Agreement and possesses the facilities, personnel and expertise necessary to supply such goods to Buyer under the terms set forth herein;

WHEREAS, Buyer desires to purchase from Supplier, and Supplier desires to supply to Buyer, certain goods on the terms and conditions contained in this Agreement; and

WHEREAS, the Parties wish to set forth the terms governing purchase orders, pricing, delivery, inspection, warranties and allocation of risk.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Goods" means the products, components and materials described in Section 2 and in any Purchase Order issued under this Agreement. 1.2 "Purchase Order" means a written or electronic order issued by Buyer that references this Agreement and specifies quantities, prices, delivery dates and any other requirements. 1.3 "Delivery Date" means the date on which Supplier is required to make Goods available to Buyer in accordance with the applicable Purchase Order. 1.4 Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the body of this Agreement.

2. Goods and Specifications

2.1 Supplier shall manufacture and supply the Goods in accordance with the specifications, drawings, samples and quality standards attached to or incorporated by reference in the applicable Purchase Order. Any deviation from the agreed specifications must be approved in writing by Buyer prior to shipment.

3. Purchase Orders; Forecasts

3.1 Buyer shall submit Purchase Orders to Supplier specifying: item description, part numbers, quantities, unit prices, requested Delivery Dates and shipping instructions. Each Purchase Order shall be deemed an offer by Buyer to purchase Goods under the terms of this Agreement. Supplier shall accept or reject a Purchase Order within five (5) business days of receipt; failure to timely reject constitutes acceptance.

3.2 Buyer may provide non-binding forecasts of estimated quantities for planning purposes. Such forecasts shall not constitute firm orders, and Supplier shall not be obligated to procure materials or commence production in reliance on forecasts except as agreed in writing.

4. Price and Payment

4.1 The purchase price for Goods shall be the unit price set forth in the applicable Purchase Order or, if none, the price set forth in Supplier's accepted quotation. Prices are exclusive of taxes, duties and freight unless otherwise stated.

4.2 Supplier shall invoice Buyer upon shipment or delivery as agreed. Buyer shall pay invoiced amounts within the Payment Term of days from the invoice date, unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

5. Delivery; Title; Risk of Loss

5.1 Delivery terms shall be as set forth in the Purchase Order. Unless otherwise specified, title and risk of loss pass to Buyer upon Supplier's delivery to the carrier at Supplier's facility. Supplier shall package Goods in a manner suitable to prevent damage in transit.

6. Inspection and Acceptance

6.1 Buyer shall have a reasonable period of days from receipt of Goods to inspect and reject non-conforming Goods by written notice. If Buyer fails to provide timely notice, Goods shall be deemed accepted.

7. Warranties; Remedies

7.1 Supplier warrants that for a period of months from delivery, the Goods will conform to applicable specifications, be free from material defects in workmanship and materials, and be merchantable for their ordinary purpose. This warranty is in lieu of all other express warranties.

7.2 Buyer's exclusive remedy for breach of the foregoing warranty shall be, at Supplier's option, repair, replacement or refund of the purchase price of the non-conforming Goods, provided Buyer notifies Supplier in writing and returns the Goods as directed.

8. Indemnification

8.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims arising out of (a) negligence or willful misconduct of the Indemnifying Party, (b) breach of representations, warranties or obligations under this Agreement, or (c) infringement of third-party intellectual property rights to the extent caused by the Indemnifying Party's act or omission.

9. Limitation of Liability

9.1 Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations under Section 8, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each Party for any claim arising out of or relating to this Agreement shall not exceed the total amount paid or payable by Buyer to Supplier under the Purchase Order giving rise to the claim.

10. Confidentiality

10.1 Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Agreement and shall not disclose such information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

11. Intellectual Property

11.1 Each Party retains all right, title and interest in and to its pre-existing intellectual property. Supplier grants Buyer a non-exclusive, non-transferable right to use any Supplier intellectual property included in the Goods solely for Buyer's internal use in connection with the Goods. Buyer shall not reverse engineer, disassemble or otherwise attempt to derive the source of Supplier intellectual property except to the extent permitted by applicable law.

12. Term and Termination

12.1 This Agreement commences on the effective date and continues for an initial term of months, and thereafter renews automatically for successive periods of months unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

12.2 Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either Party of obligations incurred prior to termination.

13. Force Majeure

13.1 Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of God, strikes, shortages of materials, governmental actions, or transportation delays. The affected Party shall promptly notify the other of the event and use commercially reasonable efforts to resume performance.

14. Notices

14.1 All notices, requests and communications required or permitted under this Agreement shall be in writing and shall be delivered to the address set forth below or to such other address as either Party may designate by notice to the other.

15. Amendments; Waiver; Severability

15.1 No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. 15.2 No waiver of any term or condition shall be effective unless in writing and signed by the Party to be bound. 15.3 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

16. Governing Law; Dispute Resolution

16.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. 16.2 The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within forty-five (45) days, the Parties may pursue any remedy available at law or in equity.

17. Entire Agreement

17.1 This Agreement, including all Purchase Orders that expressly reference it, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

18. Counterparts

18.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and have the same effect as original signatures.

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