USB Reader Purchase Agreement

USB Reader Purchase Agreement

Parties

Recitals

WHEREAS, Seller is engaged in the business of manufacturing and selling electronic devices and accessories, including USB card readers and related hardware; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the USB reader units described in this Agreement on the terms and conditions set forth herein.

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

Description of Goods

Product Model/Description:

Quantity:    Unit Price (USD):    Total Purchase Price (USD):

Scope of Work

Seller shall manufacture (if applicable), prepare, package, and deliver the USB reader units in accordance with the specifications described above and any acceptance criteria set forth in this Agreement. Seller shall provide standard packaging suitable to protect electronic devices in transit and shall label shipments with Buyer-provided purchase order or reference numbers where requested.

Delivery and Acceptance

Delivery Terms:

Acceptance: Buyer shall inspect delivered units within days of receipt and may reject non-conforming units. Rejected units shall be returned to Seller at Seller's expense for repair or replacement within a commercially reasonable time.

Payment Terms

Payment Amount: Buyer shall pay Seller the Total Purchase Price as stated above in United States Dollars. Payment Schedule:

Late Payment: Unpaid amounts shall accrue interest at per month (or the maximum permitted by law, if lower). In addition, Buyer shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Seller to collect overdue amounts.

Term and Termination

Term Commencement Date: . Term End Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Buyer of its obligation to pay for goods shipped prior to termination.

Warranties; Limitation of Liability

Seller warrants that, for a period of months from delivery, the USB reader units will be free from material defects in materials and workmanship under normal use. Buyer's sole and exclusive remedy for breach of this warranty shall be repair or replacement of defective units at Seller's option. Except for the warranty expressly set forth in this paragraph, Seller disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible form or orally and identified at the time of disclosure as confidential. Each receiving party shall: (a) hold Confidential Information in confidence and use at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by the receiving party.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense at the indemnifying party's expense.

Governing Law; Dispute Resolution

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. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives of the parties prior to initiating litigation.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Seller may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other addresses as either party may designate in writing. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement

This Agreement, including any exhibits or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Sign Now