Sales Dropship Agreement

SALES DROPSHIP AGREEMENT

This Sales Dropship Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Parties and Contact Information

Recitals

WHEREAS, Seller manufactures or supplies certain goods and is willing to accept orders from Buyer for direct shipment to Buyer's end customers; and WHEREAS, Buyer desires to resell Seller's goods through Buyer's channels and have Seller fulfill and ship orders on Buyer's behalf under the terms set forth below. The parties agree as follows.

Products; Orders; Pricing

Seller will provide the products listed on purchase orders submitted by Buyer (each, an "Order"). Each Order shall specify items, quantities, unit prices, shipping address, and any special instructions. Seller's acceptance of an Order is conditioned on Seller's written or electronic acceptance. Seller may reject Orders that do not conform to Seller's then-current product specifications or minimum order requirements.

Payment Terms

Buyer shall pay amounts due in U.S. dollars in accordance with the payment terms set forth on each accepted Order. Unless otherwise agreed in writing, payment terms are Net days from invoice date. Overdue amounts shall accrue interest at % per month or the maximum allowed by law, whichever is less.

Credit/Debit Card    ACH / Bank Transfer    Wire Transfer    Net Terms (approved credit)

Order Fulfillment and Delivery

Seller shall fulfill Orders within Seller's published lead times or the lead time specified on the accepted Order. Standard lead time: . Seller will ship directly to Buyer's end customers at the shipping address provided on each Order unless otherwise agreed. Risk of loss and title shall transfer to Buyer's end customer at the time of delivery to the carrier unless otherwise agreed in writing.

Ground    2-Day Air    Next-Day Air    Freight (pallet)

Warranties; Disclaimer

Seller warrants that for a period of from shipment, products will materially conform to Seller's published specifications at time of shipment. Buyer's exclusive remedy for breach of this warranty shall be repair, replacement, or refund of the purchase price at Seller's sole discretion. This warranty does not apply to defects caused by misuse, alteration, improper storage, or negligence. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Returns and Refunds

Returns require a prior Return Merchandise Authorization (RMA) issued by Seller. Authorized returns must be returned in original packaging within days of delivery. A restocking fee of % may apply to returns that are not the result of Seller error. Shipping costs for returns are the responsibility of .

Pricing Changes and Price Protection

Seller may adjust pricing upon thirty (30) days' prior written notice to Buyer for changes in material or shipping costs. Prices confirmed on accepted Orders shall govern those Orders. Any promotional or special pricing must be confirmed in writing by Seller.

Limitation of Liability; Indemnification

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. EACH PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER FROM THIRD-PARTY CLAIMS ARISING FROM ITS BREACH OF THIS AGREEMENT, ITS NEGLIGENCE, OR ITS INTENTIONAL MISCONDUCT, SUBJECT TO THE LIMITATIONS SET FORTH HEREIN. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THE APPLICABLE ORDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Confidentiality; Intellectual Property

Each party shall treat as confidential all nonpublic information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Buyer acknowledges that product designs, trademarks, and technical information provided by Seller are Seller's intellectual property. Buyer shall not use Seller's marks or product images except as authorized in writing.

Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term of , and thereafter shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice of breach.

Force Majeure

Neither party shall be liable for delay or failure to perform its obligations to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages, governmental actions, pandemics, or transportation failures. The affected party shall notify the other promptly and use reasonable efforts to mitigate the effect.

Notices

All notices required under this Agreement shall be in writing and delivered to the address listed in the Parties and Contact Information section or to such other address as a party may specify by written notice. Notices shall be deemed given upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If a dispute cannot be resolved, it shall be resolved by binding arbitration in the chosen jurisdiction, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction.

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties related to its subject matter and supersedes prior agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a corporate sale. If any provision is held invalid, the remaining provisions remain in effect.

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