Revised Seller Agreement Template

REVISED SELLER AGREEMENT TEMPLATE

This Revised Seller Agreement ("Agreement") is made and entered into as of Month Day Year , by and between Seller Name: with principal place of business at and Buyer Name: with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Seller is engaged in the manufacture, supply and sale of certain goods and/or products described as (the "Goods"); and

WHEREAS, Buyer desires to purchase and resell the Goods, and Seller desires to sell the Goods to Buyer on the terms and conditions set forth herein; and

WHEREAS, the Parties previously entered into an agreement dated and now wish to amend and restate certain terms in this revised Agreement.

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

1. DEFINITIONS

1.1 "Acceptance Period" means the period specified in Section 6.2 during which Buyer may inspect and accept or reject delivered Goods. Acceptance Period shall be days unless otherwise agreed in writing.

1.2 Other defined terms used in this Agreement shall have the meanings ascribed to them where first used.

2. APPOINTMENT; SCOPE

2.1 Seller hereby agrees to sell and supply, and Buyer agrees to purchase, the Goods in accordance with the terms of this Agreement and any purchase orders issued by Buyer and accepted by Seller. No purchase order shall be binding unless accepted in writing by Seller.

2.2 Seller shall manufacture, package and label the Goods in accordance with applicable specifications agreed in writing by the Parties and shall comply with applicable law in the production and distribution of the Goods.

3. PURCHASE PRICE AND PAYMENT

3.1 The purchase price for the Goods shall be as set forth in each accepted purchase order or as otherwise agreed in writing: per unit or as invoiced.

3.2 Buyer shall pay Seller net days from the date of Seller's invoice, unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery terms shall be . Seller shall use commercially reasonable efforts to meet delivery dates set forth in accepted purchase orders, but Seller shall not be liable for delays due to causes beyond its reasonable control.

4.2 Title and risk of loss shall pass from Seller to Buyer in accordance with the delivery terms agreed by the Parties. Unless otherwise agreed, title transfers upon Seller's delivery to the carrier.

5. INSPECTION AND ACCEPTANCE

5.1 Buyer shall inspect the Goods within the Acceptance Period and shall notify Seller in writing of any nonconformity or defect. If Buyer fails to timely notify Seller, the Goods shall be deemed accepted.

5.2 If Buyer timely rejects Goods for nonconformity, Seller shall, at its option, repair or replace the Goods or issue a credit, provided that Buyer returns the rejected Goods in accordance with Seller's instructions.

6. WARRANTIES; DISCLAIMER

6.1 Seller represents and warrants that at the time of delivery the Goods shall conform to the agreed specifications and shall be free from material defects in materials and workmanship for a period of days.

6.2 EXCEPT FOR THE EXPRESS WRITTEN WARRANTIES SET FORTH IN THIS SECTION 6, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. INDEMNIFICATION

7.1 Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any third party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Seller's breach of Section 6.1, negligence, willful misconduct, or failure to comply with applicable law in the manufacture of the Goods.

7.2 Buyer shall indemnify, defend and hold harmless Seller from and against any third party claims arising from Buyer's misuse, storage, resale or distribution of the Goods, except to the extent caused by Seller's breach.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED OR THE TOTAL AMOUNTS PAID BY BUYER TO SELLER IN THE PRECEDING TWELVE MONTHS, WHICHEVER IS LESS.

9. TAXES

9.1 Unless otherwise agreed in writing, prices exclude sales, use, value-added and other taxes (collectively "Taxes"). Buyer shall be responsible for all Taxes resulting from the purchase, receipt, storage or resale of the Goods, other than taxes based on Seller's net income.

10. CONFIDENTIALITY

10.1 Each Party shall keep confidential and not disclose to any third party any non-public business information, trade secrets, pricing, customer lists and other information marked or reasonably understood to be confidential disclosed by the other Party in connection with this Agreement, except as required by law.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the date first written above and shall continue for a period of months, unless earlier terminated as provided herein. Thereafter it shall automatically renew for additional successive periods of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

11.2 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after receipt of written notice describing the breach.

12. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, labor disputes, governmental acts, embargoes, civil commotions, pandemic, or shortages of materials ("Force Majeure Event"). The affected Party shall promptly notify the other and use commercially reasonable efforts to resume performance.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or such other address as a Party designates by written notice):

14. AMENDMENTS; WAIVER; ASSIGNMENT

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall constitute a waiver of any other provision or of the same provision on another occasion.

14.2 Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement, without consent, to an affiliate or to a successor by merger or sale of substantially all of its assets.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

15.2 This Agreement, together with any accepted purchase orders and written exhibits or schedules, 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.

15.3 If any provision of this Agreement is held invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to substitute a valid provision that materially preserves the Parties' original intent.

16. MISCELLANEOUS

16.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

16.2 Remedies. The rights and remedies provided in this Agreement are cumulative and are in addition to any other rights or remedies available at law or in equity. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

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