Purchasing Agreement Template

PURCHASING AGREEMENT

This Purchasing Agreement (the Agreement) is entered into as of Effective Date: between Buyer Name: with address and Seller Name: with address .

RECITALS

WHEREAS, Seller is engaged in the business of manufacturing, supplying, or selling the goods described below; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain goods upon the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement govern the rights and obligations of the parties with respect to the purchase, delivery, inspection, and payment for such goods.

SCOPE OF GOODS

Seller shall provide and Buyer shall purchase the goods and related services described below in accordance with the terms of this Agreement.

PAYMENT TERMS

Purchase Price (total): $

Deposit: $ due by .

Balance: $ payable in accordance with the following schedule:

Payment Method:

Late Payment Fee: A late fee equal to per month on the overdue amount, or a flat fee of $ , whichever is greater, shall accrue on any amount not paid when due.

DELIVERY, ACCEPTANCE, AND TITLE

Delivery Location:

Estimated Delivery Date: . Risk of loss and title shall pass to Buyer upon delivery and Buyer acceptance at the delivery location, subject to the inspection period set forth below.

Inspection Period: Buyer shall have days after delivery to inspect the goods and notify Seller of any nonconformity. If Buyer fails to provide written notice within the inspection period, the goods shall be deemed accepted.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days of written notice. Either party may terminate for convenience upon providing days prior written notice to the other party.

CONFIDENTIALITY

Each party (Recipient) shall maintain in confidence all non-public information disclosed by the other party (Discloser) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall (i) use Confidential Information solely in connection with the performance of this Agreement, (ii) restrict disclosure to employees or agents who have a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is public through no fault of Recipient, rightfully received from a third party without restriction, independently developed without reference to Discloser’s Confidential Information, or required to be disclosed by law, provided Recipient gives prompt written notice to Discloser to permit a protective order or other remedy.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Seller represents and warrants that (i) it has good title to the goods and the right to sell them, (ii) the goods will conform to the specifications set forth in this Agreement and to any samples provided, and (iii) at the time of delivery the goods will be free from material defects in workmanship and materials. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SELLER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

TAXES, SHIPPING, AND INSURANCE

Unless otherwise stated, the Purchase Price does not include sales, use, value-added, or similar taxes. Taxes shall be paid by . Shipping and insurance costs shall be borne by unless otherwise agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification, waiver, or amendment of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Seller may assign to an affiliate or in connection with a sale of substantially all of its assets.

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