Wholesale Pricing Agreement

WHOLESALE PRICING AGREEMENT

This Wholesale Pricing Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below. The parties agree to the terms and pricing set forth herein for the wholesale sale and purchase of the goods described in the Pricing Schedule attached to this Agreement.

Parties

Definitions

Capitalized terms used in this Agreement have the meanings set forth below. "Goods" means the products identified in the Pricing Schedule. "Effective Date" means the date set forth above. "Term" means the period during which Supplier makes wholesale pricing available to Buyer as specified in this Agreement.

Term; Termination

The Term of this Agreement begins on Effective Date and continues for an initial period of months, and shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term. Either party may terminate for material breach if the breaching party fails to cure within days after written notice of breach.

Pricing Schedule

The pricing for Goods covered by this Agreement is set forth in the table below. Prices are per unit unless otherwise stated. Supplier shall provide written notice for any item-specific price change in accordance with the Price Adjustments clause.

Payment Terms

Buyer shall pay Supplier in accordance with the selected payment terms. Unless otherwise agreed in writing, payment terms are Net days from date of invoice. Accepted payment methods (check all that apply):

Late payments will incur interest at a rate of or the maximum permitted by applicable law, whichever is lower. Buyer is responsible for all collection costs, including reasonable attorneys' fees.

Taxes, Shipping and Title

Unless otherwise stated on Supplier's invoices, prices exclude taxes, duties, and shipping. Buyer shall pay sales, use, value-added, and similar taxes applicable to the sale, except taxes based on Supplier's net income. Title and risk of loss pass to Buyer upon delivery to carrier at Supplier's shipping point, unless a different delivery term is agreed in writing.

Price Adjustments

Supplier may increase prices upon days' prior written notice to Buyer. Any scheduled increase for existing items shall not exceed in any 12-month period, except for increases attributable to changes in supplier cost for raw materials, taxes, or regulatory changes.

Minimums; Forecasting; Orders

Buyer agrees to the Minimum Order Quantity specified per item in the Pricing Schedule. Buyer shall provide rolling forecasts of anticipated purchases for the next months. All purchase orders are subject to acceptance by Supplier in writing or electronic confirmation.

Confidentiality

The parties shall treat pricing, volume forecasts, and other non-public commercial terms as Confidential Information. Confidential Information shall not be disclosed to third parties except as required by law or to the receiving party's employees, agents, or advisors on a need-to-know basis under obligations at least as protective as those in this Agreement.

Warranties; Limitation of Liability

Supplier warrants that Goods will materially conform to the specifications in the Pricing Schedule at the time of shipment. The foregoing is Supplier's sole warranty and is in lieu of all other warranties, express or implied. Except for liability for willful misconduct or gross negligence, each party's indirect, incidental, or consequential damages are excluded, and Supplier's aggregate liability for breach shall be limited to the amount paid by Buyer for the Goods that give rise to the claim in the six (6) months preceding the claim.

Defaults; Remedies

In the event of Buyer's failure to pay or repeated failure to meet minimum order obligations, Supplier may suspend performance, refuse future shipments, and pursue all remedies at law or in equity. Exercise of any remedy shall not preclude the exercise of any other remedy.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing. Notices are effective on receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflicts of law principles. The parties shall attempt to resolve disputes through negotiation and, if unresolved within 60 days, submit disputes to binding arbitration in accordance with commercial arbitration procedures agreed by the parties.

Amendments; Entire Agreement

No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties. This Agreement, together with any attached Pricing Schedule, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

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