Supply Contract Agreement

SUPPLY CONTRACT AGREEMENT

This Supply Contract Agreement ("Agreement") is made and entered into as of by and between Buyer Name: with principal place of business at ("Buyer"), and Supplier Name: with principal place of business at ("Supplier"). Buyer and Supplier may be referenced individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Supplier is engaged in the manufacture, supply and sale of the goods described in this Agreement and has represented that it has the capacity and resources to supply such goods in accordance with the Specifications; and

WHEREAS, Buyer desires to purchase from Supplier, and Supplier desires to supply to Buyer, the goods described in this Agreement on the terms and conditions set forth herein.

WHEREAS, the Parties intend that this Agreement govern the ordering, delivery, inspection, acceptance, pricing and payment for such goods, and to allocate risk and liability between the Parties as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the items, parts, components or products to be supplied by Supplier to Buyer pursuant to this Agreement, as described in the Specifications and any Purchase Orders issued under this Agreement. Supplier shall supply the Goods in strict conformity with the Specifications.

1.2 "Specifications" means the written descriptions, drawings, samples and performance criteria for the Goods provided by Buyer and accepted by Supplier. If no separate Specifications are attached, the Parties agree the Goods shall conform to the description in Section 2 and the standard industry tolerances.

2. SCOPE OF SUPPLY

3. PURCHASE ORDERS; ACCEPTANCE

3.1 Buyer will issue written Purchase Orders specifying quantities, delivery schedules, delivery locations and any special requirements. Each Purchase Order shall reference this Agreement. Supplier shall confirm acceptance or rejection of each Purchase Order in writing within calendar days. Absent timely rejection, a Purchase Order accepted in writing by Supplier or performed by Supplier shall be deemed accepted.

4. PRICE AND PAYMENT

4.1 The price for the Goods shall be as stated in the Purchase Order or as set forth below: Unit Price: Currency:

4.2 Payment terms are Net days from the date of Supplier's undisputed invoice following acceptance. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. DELIVERY; TITLE; RISK OF LOSS

5.1 Delivery shall be Ex Works Supplier's facility unless otherwise specified in the Purchase Order. Delivery location:

5.2 Title and risk of loss to the Goods shall pass to Buyer upon Supplier's delivery to the carrier at the agreed pickup location, subject to Buyer's right of inspection and rejection under Section 6.

6. INSPECTION AND ACCEPTANCE

Buyer shall have the right to inspect Goods within days after delivery. If Buyer identifies Nonconforming Goods, Buyer may reject such Goods and Supplier shall, at Supplier's option and expense, replace or repair the Goods, or issue a credit. Acceptance of Goods shall not waive Buyer’s rights for latent defects discovered after acceptance to the extent permitted by law.

7. WARRANTIES

7.1 Supplier warrants that the Goods: (a) conform to the Specifications; (b) are free from defects in material and workmanship; and (c) are merchantable and fit for the ordinary purposes for which such goods are used. The warranty period shall be .

7.2 Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective Goods or refund of the purchase price for such Goods, provided Buyer gives prompt written notice of the defect and an opportunity to cure.

8. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, indemnification obligations and Supplier's obligations under Section 7 (Warranties), neither Party shall be liable for consequential, incidental, special or punitive damages. Each Party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total amounts paid by Buyer to Supplier under the Purchase Order(s) giving rise to the claim in the twelve (12) months preceding the claim.

9. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Buyer and its affiliates and their respective officers, directors and employees from and against any and all losses, liabilities, claims and expenses (including reasonable attorneys’ fees) arising out of Supplier's negligence, breach of this Agreement, or infringement of any third party intellectual property rights by the Goods.

10. CONFIDENTIALITY

Each Party shall keep confidential and shall not use or disclose the other Party's Confidential Information except as necessary to perform under this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement.

11. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performing obligations to the extent caused by events beyond its reasonable control, including acts of God, labor disputes, acts of government, epidemics, flood, fire, war, or other force majeure events. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance.

12. INSURANCE

Supplier shall maintain, at its expense, insurance customary for the industry and sufficient to cover its obligations under this Agreement, including commercial general liability, product liability and workers' compensation as required by applicable law.

13. TERM; TERMINATION

13.1 This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Section.

13.2 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for days following written notice specifying the breach. Either Party may terminate for insolvency or bankruptcy of the other Party upon written notice.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, reputable overnight courier, or certified mail, return receipt requested, to the addresses set forth below or such other address as a Party may designate in writing.

15. AMENDMENTS; WAIVER; COUNTERPARTS

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 breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. This Agreement, together with any Purchase Orders and Specifications incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The Parties acknowledge that each has had the opportunity to review and negotiate the terms of this Agreement and that any rule of construction requiring interpretation against the drafter shall not apply. Headings are provided for convenience only and shall not affect interpretation.

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