Retail Sales Contract

RETAIL SALES CONTRACT

This Retail Sales Contract ("Agreement") is made on Effective Date: by and between Seller Name: with principal place of business at Seller Address: and Buyer Name: with address Buyer Address: . Seller and Buyer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Seller is engaged in the retail sale of goods described below and holds lawful title to such goods; and

WHEREAS, Buyer desires to purchase the goods from Seller pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to allocate risk of loss, payment obligations, warranties and remedies with respect to the sale and purchase of the goods.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. SALE OF GOODS

1.1 Subject to the terms of this Agreement, Seller sells and Buyer purchases the goods described in Section 2 (the "Goods"). Seller shall deliver only those Goods that conform to the description in Section 2 and meet the specifications expressly set forth in writing in this Agreement.

2. DESCRIPTION OF GOODS AND QUANTITY

The Goods to be purchased are itemized below. If additional items are required, they shall be added by written amendment signed by both Parties.

3. PAYMENT TERMS

3.1 Buyer shall pay the Total Due to Seller in accordance with the following schedule: Deposit Amount: due on or before , with the remaining balance due at time of delivery unless otherwise agreed in writing.

3.2 Accepted payment methods: Cash Card Check Other (specify):

3.3 Any undisputed past due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Buyer shall be responsible for reasonable collection costs, including attorneys’ fees, for amounts not timely paid.

4. DELIVERY, TITLE AND RISK OF LOSS

4.1 Delivery Method: . Estimated delivery date: .

4.2 Title to and risk of loss for the Goods shall pass to Buyer upon delivery to Buyer’s designated delivery location unless Seller retains a security interest under Section 4.3. If Buyer fails to take delivery when tendered, Seller may store the Goods at Buyer’s risk and expense and may invoice Buyer for storage and handling.

4.3 Seller may retain a purchase-money security interest in the Goods until Seller has received payment in full. Buyer grants Seller such security interest and agrees to execute financing statements and other documents reasonably required to perfect Seller’s interest.

5. INSPECTION AND ACCEPTANCE

5.1 Buyer shall inspect the Goods promptly upon receipt. Buyer must notify Seller in writing of any nonconformity or defect within days of delivery. Failure to provide timely notice shall constitute irrevocable acceptance of the Goods, except for latent defects discoverable only after reasonable inspection.

5.2 If Buyer validly rejects any Goods, Seller’s sole obligation shall be, at Seller’s option, to repair or replace the nonconforming Goods or to refund the purchase price for such Goods. Shipping for returns shall be at Seller’s expense only where Seller has agreed in writing to accept the return.

6. WARRANTIES

6.1 Seller warrants that Seller has good and marketable title to the Goods and that, for a period of days from delivery, the Goods will be free from material defects in material and workmanship under normal use. This warranty is conditioned on Buyer’s proper use, installation and maintenance of the Goods.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Goods sold "as-is":

7. LIMITATION OF LIABILITY; INDEMNIFICATION

7.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Buyer shall indemnify, defend and hold Seller harmless from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees) arising from Buyer’s misuse of the Goods, breach of this Agreement or negligence.

8. TAXES AND DUTIES

Buyer shall be responsible for all sales, use, excise, and other taxes, duties or governmental charges arising from the sale, delivery or use of the Goods, excluding taxes based on Seller’s net income. If Seller is required to collect or remit any such taxes, Buyer shall reimburse Seller.

9. RETURNS AND CANCELLATION

9.1 Returns are permitted only with Seller’s prior written approval and are subject to Seller’s return policy, which may include restocking fees. Custom or special-order Goods are non-cancellable and non-returnable except by written agreement of Seller.

10. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth below or to such other address as either Party designates by notice to the other.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

11.2 This Agreement may be executed in counterparts and may be delivered by electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

13.1 Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Seller may assign receivables to a financing source.

13.2 Compliance with Law: Each Party shall comply with applicable laws, regulations and ordinances in performing its obligations under this Agreement.

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