Sales Wholesale Agreement

SALES WHOLESALE AGREEMENT

Parties and Contact Information

Seller Name:

Buyer Name:

Recitals and Definitions

This Sales Wholesale Agreement ("Agreement") is entered into between the Seller and the Buyer identified above. The Seller manufactures, supplies and sells the Goods described below, and the Buyer purchases Goods for resale in the ordinary course of business under the terms set forth herein.

Goods, Orders and Specifications

Goods shall mean the specific products listed in the Order Table below. Each purchase shall be governed by an individual order (an "Order") accepted by Seller in writing. Buyer acknowledges that specifications, samples and descriptions provided by Seller form part of this Agreement where expressly referenced.

Payment Terms

Payment is due within days from invoice date unless otherwise agreed in writing. Seller may invoice upon shipment or as set forth in the accepted Order. Buyer shall pay all amounts in lawful currency without offset or deduction.

Wire Transfer Check Card ACH

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Buyer is responsible for all collection costs, including reasonable attorneys' fees.

Delivery; Risk of Loss

Delivery Date: . Shipping Method:

Unless otherwise agreed, Seller shall deliver Goods under the shipping term stated on the Order. Risk of loss transfers to Buyer upon delivery to carrier when shipping FOB origin; where Seller arranges carriage and ships FOB destination, risk transfers upon delivery to Buyer. Buyer shall promptly inspect Goods upon receipt and notify Seller of any shortages or visible damage within five (5) business days.

Inspection and Acceptance

Buyer shall inspect all Goods within days after receipt and shall provide written notice of any claims of nonconformity or defects. Failure to provide timely notice shall constitute irrevocable acceptance of the Goods, except for latent defects.

Warranty

Seller warrants that, for a period of from delivery, Goods shall materially conform to Seller's specifications and be free from material defects in workmanship under normal use. Remedies are limited to repair or replacement at Seller's option, or refund of the purchase price for the nonconforming Goods. This warranty does not apply to damage due to abuse, misuse, alteration, improper storage, or normal wear and tear.

Returns and Refunds

Returns require prior written authorization from Seller. Authorized returns must be shipped prepaid by Buyer and received in resalable condition unless otherwise specified. Restocking fees may apply where Goods were custom ordered. Refunds, if any, will be issued following inspection and at Seller's discretion.

Taxes and Duties

Buyer is responsible for all applicable taxes, duties, tariffs, and customs charges arising from the purchase, sale, importation or use of the Goods, except taxes based on Seller's net income. If Seller is required to collect sales or similar taxes, such amounts shall be invoiced in addition to the Order prices.

Limitation of Liability

Except for liability arising from willful misconduct or fraud, neither party shall be liable to the other for incidental, consequential, indirect, special or punitive damages, including lost profits or business interruption. Seller's aggregate liability for any claim arising under or relating to this Agreement shall not exceed the total amount paid by Buyer to Seller for the specific Order giving rise to the claim.

Indemnification

Each party agrees to indemnify and hold harmless the other party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the indemnified party's negligence or breach.

Confidentiality

Each party shall keep confidential and not disclose any non-public information marked confidential or reasonably understood to be confidential disclosed by the other party, except as required by law. Confidential information shall not include information that is publicly known or independently developed without use of the other party's confidential information.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, strikes, embargoes, acts of governmental authorities, fire, flood, or war; provided that the affected party uses commercially reasonable efforts to resume performance as soon as practicable.

Termination

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Termination will not affect obligations accruing prior to termination, including payment obligations and return of confidential information.

Notices

Notices shall be in writing and delivered to the addresses set out above or such other address as a party designates in writing. Notice is effective upon receipt or, if mailed, three (3) business days after deposit in the mail with prepaid postage.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. Except where injunctive relief is sought, the parties agree to resolve disputes through arbitration or in the courts located in that state, as further agreed in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and agreements. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Sign Now