Trade Contract Agreement

TRADE CONTRACT AGREEMENT

This Trade Contract Agreement ("Agreement") is entered into as of by and between Seller Name: with primary address , and Buyer Name: with primary address .

RECITALS

WHEREAS, Seller is engaged in the manufacturing, procurement and sale of goods and possesses the capacity, licenses, and facilities to supply the goods identified in this Agreement; and

WHEREAS, Buyer desires to purchase and Seller desires to sell the goods described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the exclusive terms governing the sale and delivery of such goods between them.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Goods" means the products described in Section 2; "Delivery" means tender of the Goods for collection or receipt at the location specified; "Acceptance" means Buyer's written or, where permitted, implied acceptance in accordance with Section 5; "Party" means either Seller or Buyer and "Parties" means both Seller and Buyer.

2. DESCRIPTION OF GOODS AND QUANTITY

3. DELIVERY; TRANSFER OF RISK; TITLE

Seller shall deliver the Goods in accordance with the delivery schedule set forth in the Delivery Schedule field below. Delivery terms are: Incoterm at Location . Title to and risk of loss for the Goods shall pass to Buyer in accordance with the selected Incoterm and as further described in this Section.

4. PRICE; PAYMENT TERMS; TAXES

The purchase price for the Goods shall be calculated as Unit Price multiplied by Quantity, plus applicable taxes, duties and any agreed charges. Buyer shall pay Seller the total amount in U.S. Dollars unless otherwise agreed in writing. Payment shall be made by wire transfer or other method agreed by the parties within days of Seller's invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. INSPECTION AND ACCEPTANCE

Buyer shall inspect the Goods promptly upon delivery. Unless Buyer provides written notice of non-conformity within days after delivery, the Goods shall be deemed accepted. If Goods are reasonably proven non-conforming, Seller shall, at Seller's option and expense, repair or replace such Goods or credit Buyer for the purchase price.

6. WARRANTIES

Seller warrants that the Goods delivered shall (a) conform to the specifications set forth in this Agreement and Seller's accepted sample, (b) be free from material defects in workmanship and materials for a period of from the date of delivery, and (c) comply with all applicable laws and regulations. THE WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT WHERE APPLICABLE LAW PROHIBITS SUCH LIMITATION.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. SUBJECT TO THE FOREGOING, THE TOTAL LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. EXPORT, IMPORT AND COMPLIANCE

Each party shall comply with all applicable export, import, anti-bribery, anti-corruption and trade control laws. Buyer shall be responsible for obtaining any import permits, licenses or authorizations required in Buyer's jurisdiction unless otherwise agreed. Neither party shall export, re-export or transfer Goods, technical data, or services in violation of applicable law.

9. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations hereunder if such delay or failure is caused by events beyond its reasonable control, including acts of God, war, terrorism, embargoes, strikes, pandemics, governmental actions, or shortages of materials ("Force Majeure Event"). The affected party shall give prompt written notice to the other and shall use commercially reasonable efforts to resume performance.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until all obligations are fulfilled or earlier terminated in accordance with this Section. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Termination shall not relieve either party of liabilities accrued prior to termination or remedies available at law or equity.

11. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any proprietary or confidential information received from the other party in connection with this Agreement, except as necessary to perform obligations hereunder or as required by law. Confidential information shall not include information that is publicly available or independently developed without use of the other party's confidential information.

12. NOTICES

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

13. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided that the assignee assumes the assigning party's obligations hereunder.

14. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective except in a writing signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach, and failure to enforce any provision shall not constitute a waiver.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes amicably. Any dispute not resolved within sixty (60) days shall be submitted to final and binding arbitration administered in accordance with commercially reasonable arbitration rules, with the seat of arbitration in the chosen jurisdiction below.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

17. MISCELLANEOUS

The parties represent and warrant that they have the authority to enter into this Agreement and that the person signing on behalf of each party is duly authorized. Headings are for convenience only and shall not affect interpretation. The remedies provided in this Agreement are cumulative and not exclusive.

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