Sales Contract

This Sales Agreement (“Agreement”) dated , 20 (the “Effective Date”) is made between
(the “Seller”) located at and (the
“Buyer”), located at , collectively referred to as “the Parties.”

The Seller is the Seller/Manufacturer/Distributor of the following products(s):

And the Buyer hereby intends to purchase the above-referenced product(s).

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally
bound hereby, agree to the following:

Sale of Goods. The Seller agrees to make available, sell, transfer, and deliver to the Buyer the following
Goods (the “Goods) on or before this day of , 20 .

The Buyer agrees to sell the following Goods as detailed in Exhibit A to this Agreement (the “Goods”).

Other:

Purchase Price and Payment. Seller hereby agrees to sell the defined Goods to the Buyer for
(the “Purchase Price”).

The Seller shall provide an invoice to the Buyer upon delivery of the Goods. The Buyer understands and
agrees that all invoices must be paid in full within days. Any amount not paid within days will
be subject to a % late payment penalty.

The Seller holds a security interest in the Goods until paid in full.

Delivery. The Seller shall deliver the above-referenced Goods to the buyer at:

The Seller further agrees to Deliver the Goods on the following date(s) unless otherwise agreed to by the
Parties in writing:
The Goods are to be deemed delivered when the Buyer has accepted the delivery at the above location as
agreed to by the Parties. The method of shipping will be determined by the Seller, and the Buyer will only
be responsible for the shipping costs up to $ .

Inspection of Goods Upon Delivery. The Buyer is entitled to inspect the Goods upon delivery. If the
Buyer finds that the Goods are unacceptable for any reason, the Buyer shall reject the Goods at the time
of delivery up to five (5) business days from the date of delivery. If the Buyer does not reject the Goods
within five (5) business days from the receipt of the goods, the Buyer is deemed to have waived any right
to reject such delivery of Goods.

In the event the Buyer rejects the Goods within the allotted timeframe above, the Buyer will allow the
Seller a reasonable time to cure the deficiency. A reasonable time is to be determined by industry
standards for the Goods, as well as the Buyer and Seller.

Risk of Loss. The Risk of Loss will be on the Seller until the time for which the Buyer accepts the
delivery. The Seller agrees to keep any and all necessary insurance to insure the Goods against the loss at
the Seller’s expense.

Title. The title to the above-defined Goods will remain with the Buyer until the Seller accepts the
delivery of the Goods.

Failure to Perform or Excuse for Delay. The Seller shall not be liable to the Buyer for any non-
delivery, delay, or default of this Sales Agreement due to transportation shortage of materials, delays, or
labor disputes to product the Goods, accidents, fires, Acts of God, or any other outside causes of the same
outside of the Seller’s control.

Time is of the Essence. The Parties understand and acknowledge that time is of the essence with respect
to each other’s obligations defined in this Agreement and that prompt and timely performance of all
such obligations is strictly required.

Termination. Either Party may terminate this Sales Agreement at any time upon written notice to the
other Party. Buyer will be responsible for payment of all Goods accepted and delivered up to the date of
termination.

Notice. All notices or requests required or contemplated by this Agreement shall be in writing and such
notice shall be delivered as follows:

(a) if from the Buyer to the Seller shall be hand-delivered or mailed to:

or such other address as the Buyer shall specify in written notice to the Seller

(b) if from the Seller to the Buyer, shall be hand-delivered or mailed to:
or such other address as the Seller shall specify in written notice to the Buyer.

Disclaimer of Warranties. THE GOODS SUBJECT TO THIS AGREEMENT ARE SOLD ‘AS IS.’
THE SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED OR
EXPRESSED, INCLUDING, BUT NOT LIMITED TO ANY SUCH IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO

THE OTHER PARTY OR ANY THIRD-PARTY OR ANY DAMAGES AS A RESULT OF ANY PART
OF THIS SALES AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE,
LOST BUSINESS, LOSS OF ANTICIPATED PROFIT, FAILURE OF DELIVERY, OR COST OF
DELAY WHICH ARE NOT RELATED TO OR AS A DIRECT AND PROXIMATE RESULT OF A
PARTY’S BREACH OR NEGLIGENCE.

Dispute Resolution. Parties to this Agreement shall first attempt to settle any dispute through good-faith
negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate
mediation or binding arbitration in the State of .

If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement
will be interpreted based on the laws of the State of , without regard to the conflict of
law provisions of such state. The Parties agree the dispute will be resolved in a court of competent
jurisdiction in the State of .

Governing Law. This Agreement shall be governed in all respects by the laws of the State of
without regard to the conflict of law provisions of such state. This Agreement
shall be binding upon the successors and assigns of the respective parties.

Further Assurances. Upon a party's reasonable request, the other party shall, at its sole cost and expense,
execute and deliver all such further documents and instruments, and take all such further acts, necessary
to give full effect to this Agreement.

Legal Fees. Should a dispute between the named Parties arise that lead to legal action, the prevailing
Party shall be entitled to any reasonable legal fees, including, but not limited to attorneys’ fees.

No Assignment. This Agreement shall be binding upon the undersigned and their respective heirs,
representatives, successors and permitted assigns. This Agreement may not be assigned by either party
without the prior written consent of the other party.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed copy of
this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed
to have the same legal effect as delivery of an original signed copy of this Agreement.

Electronic Signatures. This Agreement and related documents entered into in connection with this
Agreement are signed when a party’s signature is delivered electronically, and these signatures must be
treated in all respects as having the same force and effect as original signatures.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Captions for Convenience. All captions herein are for convenience or reference only and do not
constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the
provisions hereof.

No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or
remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions,
rights or remedies (whether similar or dissimilar).

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the
subject matter contained herein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, regarding such subject matter. This
Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each
Party hereto.

[Signatures on Following Page]

 IN WITNESS WHEREOF, the undersigned have executed this Sales Contract effective as of the
day of , 20 (the “Effective Date”).

Dated: Dated:

Seller’s Signature Buyer’s Signature

Seller’s Printed Name or Entity Buyer’s Printed Name or Entity

Seller’s Contact Information: Buyer’s Contact Information:

Address: Address:

Phone Number: Phone Number:

Email Address: Email Address:

 EXHIBIT A
GOODS

The Buyer agrees to sell the following Goods as detailed below (Be as descriptive as possible, including
the quantity of such goods):