Supply Chain Supply Package

SUPPLY CHAIN SUPPLY PACKAGE

Parties and Identification

Recitals

WHEREAS, the Supplier is engaged in the business of procuring, assembling and delivering goods, materials and logistical services necessary for production and distribution; and

WHEREAS, the Buyer requires a defined supply package of goods and related services to support its operations and desires to procure such supply package from the Supplier under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective responsibilities, delivery timelines, payment terms, and confidentiality and governing law provisions with respect to the supply package.

Scope of Work

The Supplier shall furnish the supply package described below and perform all associated procurement, packaging, labeling, testing, documentation and delivery services necessary for Buyer acceptance. The Supplier shall comply with Buyer's reasonable packaging and labeling requirements and shall coordinate deliveries in accordance with the Delivery Schedule herein.

Supply Package Items

Itemize the principal goods included in this supply package. The Supplier warrants that item descriptions, quantities and unit pricing reflect the goods to be delivered and conform to specifications provided to Buyer.

Delivery, Packaging & Inspection

Delivery terms, responsibilities and inspection periods shall be as set forth below. Supplier shall ensure goods are packaged to prevent damage in transit and shall mark and document shipments per Buyer's instructions.

Acceptance: Buyer shall inspect delivered goods within days of receipt and shall provide written notice of rejection within days. Failure to timely notify shall constitute acceptance, except for latent defects discoverable only upon extended testing, for which Supplier remains liable under its warranties.

Payment Terms

Buyer shall pay Supplier the amounts set forth below in consideration for the supply package and services rendered. Supplier shall submit invoices in accordance with the invoice cycle and supporting documentation required by Buyer.

Late Payment: Any undisputed past-due amounts shall accrue interest at the rate of per month, compounded monthly, after a grace period of days following invoice due date. Buyer shall not withhold payment of undisputed amounts as a remedy for unrelated claims.

Term and Termination

This Agreement commences on the Start Date set forth below and continues until the End Date or until earlier termination in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Additionally, either party may terminate for convenience upon days' prior written notice to the other party. Termination shall be without prejudice to accrued rights and obligations.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, pricing, forecasts, logistics, supplier and customer information disclosed in connection with this Agreement. Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) use such information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information except to employees, subcontractors or advisors who have a need to know and who are bound to protect such information at least to the same extent as required herein. The foregoing obligations survive termination for a period of years.

Warranties, Liability and Indemnity

Supplier warrants that goods supplied under this Agreement shall conform to agreed specifications, be free from defects in material and workmanship and be merchantable for their intended purpose for a period of months from acceptance. Supplier shall indemnify and hold harmless Buyer from third party claims arising from Supplier's gross negligence or willful misconduct in connection with the supply package, subject to customary limitations and exclusions set forth in this Agreement.

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 principles of conflict of laws. Any dispute arising out of or relating to this Agreement shall be resolved by the courts of the chosen jurisdiction, and the parties submit to the exclusive jurisdiction of such courts.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

Entire Agreement

This Agreement, including any attached exhibits, purchase orders and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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 Buyer may assign to an affiliate or in connection with a sale of substantially all of its assets. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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