Wholesale Purchase Agreement

WHOLESALE PURCHASE AGREEMENT

This Wholesale Purchase Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Seller is engaged in the manufacture, distribution or sourcing of the goods described in this Agreement; and

WHEREAS, Buyer desires to purchase such goods from Seller in quantities and at prices set forth herein for resale or other wholesale distribution; and

WHEREAS, the parties desire to set forth the terms and conditions governing the purchase and sale of such goods.

Scope of Goods

Seller agrees to sell, and Buyer agrees to purchase, the wholesale goods described in the scope below. The parties acknowledge that specific orders, quantities and delivery schedules will be governed by the Price Schedule and Purchase Orders issued pursuant to this Agreement.

Price and Payment Terms

The Purchase Price for goods purchased under this Agreement shall be as set forth in the Price Schedule below and in confirmed Purchase Orders. All amounts are in the agreed currency and are exclusive of applicable taxes unless otherwise stated.

Price Schedule (Sample Order Lines)

The parties may attach or incorporate additional schedules. The following table represents the standard format for order lines and prices to be used for Purchase Orders.

Delivery, Inspection and Risk of Loss

Seller shall deliver goods to the delivery location specified on each Purchase Order. Delivery shall be deemed complete upon tender to the carrier or arrival at the specified location as set forth in the Purchase Order, subject to the agreed delivery terms.

Buyer shall inspect all goods within days of receipt and shall notify Seller in writing of any nonconformity or defect. Failure to provide timely written notice shall constitute acceptance.

Risk of loss and damage to the goods passes to Buyer upon delivery as set forth in the Purchase Order and this Agreement, unless otherwise expressly stated in writing.

Warranties and Remedies

Seller warrants that at the time of delivery the goods shall conform to the specifications set forth in the applicable Purchase Order and shall be free from material defects in workmanship and material for a period of days from delivery. THE FOREGOING IS SELLER'S SOLE AND EXCLUSIVE WARRANTY. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Taxes and Duties

Unless otherwise agreed in writing, Buyer shall be responsible for and shall indemnify Seller against all sales, use, excise and other taxes, duties or government charges associated with the sale, resale, storage or use of the goods, other than taxes on Seller's income.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, technical or financial information disclosed in writing or orally and identified as confidential at the time of disclosure. The receiving party shall hold such information in confidence, shall not disclose it to third parties except to its employees or advisors with a need to know, and shall not use it except to perform its obligations under this Agreement. This confidentiality obligation shall continue for a period of three (3) years following termination of this Agreement, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, breach of this Agreement, or violation of applicable law in connection with the performance of its obligations under this Agreement.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, PERSONAL INJURY OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THE APPLICABLE PURCHASE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

Entire Agreement

This Agreement, together with all Purchase Orders and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Any notices required or permitted hereunder shall be in writing and shall be delivered to the address set forth above, by certified mail, overnight courier, or email with confirmation where agreed. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

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