Seller Certification Agreement

SELLER CERTIFICATION AGREEMENT

This Seller Certification Agreement ("Agreement") is made effective as of , by and between Seller Name: , Entity Type: Individual Corporation LLC, with principal place of business at: (Seller), and Buyer Name: , Entity Type: Individual Corporation LLC, with principal place of business at: (Buyer).

RECITALS

WHEREAS, Seller manufactures, supplies or sells the Products described in Section 1 and Buyer intends to purchase such Products pursuant to separate purchase orders or contracts; and

WHEREAS, Buyer requires that Seller provide certifications concerning the origin, compliance, safety, labor practices and export status of the Products as a condition to purchase and continued procurement; and

WHEREAS, Seller represents that it has the ability and authority to make the certifications set forth in this Agreement and to provide supporting documentation upon request.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the goods, components, materials and finished items supplied by Seller to Buyer under any purchase order, invoice or other procurement instrument. Seller shall identify Products covered by this Agreement by providing a brief description:

1.2 "Applicable Law" means all applicable international, federal, state and local laws, statutes, regulations, executive orders and ordinances, including but not limited to export control, trade sanctions, customs, labor and environmental laws.

2. SELLER CERTIFICATIONS

Seller hereby certifies, represents and warrants to Buyer, as of the Effective Date and on each shipment date, that the following statements are true and complete:

(a) Title and Ownership. Seller is the lawful owner of the Products and has full right and authority to sell, transfer and export the Products free and clear of any liens, security interests, claims or encumbrances, except as previously disclosed in writing to Buyer.

(b) Compliance with Laws. The Products, their manufacture, packaging and sale comply with all Applicable Law. Seller has obtained and will maintain all licenses, permits, registrations and approvals required for the manufacture, distribution and sale of the Products.

(c) Export Controls and Sanctions. The Products are not subject to any trade embargo or sanctions restriction that would prohibit or restrict their sale, transfer or export to Buyer. Seller certifies that it will not cause a transaction that would violate any export control or sanctions law.

(d) Forced Labor and Human Rights. Seller certifies that no Products sold to Buyer were produced in whole or in part with forced, indentured, trafficked or child labor, and that Seller has conducted reasonable due diligence of its supply chain to ensure compliance with applicable labor laws. Seller certifies compliance

(e) Origin and Tariff Classification. Seller will, upon request, provide accurate statements of country of origin, certificates of origin, and tariff classification information for the Products, and will update such information promptly if it becomes inaccurate.

(f) Safety and Testing. The Products conform to all applicable safety, labeling, testing and product standards, and Seller will maintain records of testing and conformity assessments and will provide copies to Buyer upon reasonable request.

3. DOCUMENTATION AND RECORDS

Seller shall retain, and shall require its suppliers to retain, complete and accurate records that substantiate compliance with the certifications in Section 2. Seller shall retain such records for a period of years from the date of final shipment of the relevant Products.

4. AUDIT RIGHTS

Buyer, or its designated representative, shall have the right, upon reasonable prior notice of not less than business days, to audit Seller's relevant records and facilities during normal business hours to verify Seller's compliance with this Agreement. Seller shall cooperate in good faith and provide reasonable access.

5. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Buyer and its affiliates, officers, directors and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Seller's breach of any representation, warranty or covenant in this Agreement; (b) Seller's violation of Applicable Law in connection with the Products; or (c) claims relating to defects in design, manufacture or labeling of the Products.

6. REMEDIES

In addition to any other remedies available at law or in equity, Buyer may (a) reject Products that do not conform to the certifications in Section 2, (b) require replacement or repair at Seller's expense, and (c) recover costs associated with product recalls, notifications to customers, and any penalties imposed by governmental authorities arising from Seller's noncompliance.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the respective notice addresses set forth above by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

8. AMENDMENT; WAIVER

This Agreement may be amended only by a writing signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right, and no single or partial exercise shall preclude further exercise.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with any incorporated purchase orders or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

12. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding and deemed original signatures for all purposes.

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