Purchase-Aggrement-EnglishAGREEMENTTHIS AGREEMENT this Agreement is made as of this __ day of __________ 200_ the Effective Date by and between _________________ "Purchaser" and ____________

security interest or other lien on the Goods.Examination and Acceptance. Purchaser shall have ___ days from the date of delivery of the Goods to examine and inspect them for conformity to the specifications and requirements set forth in the Appendix. If Purchaser determines that any of the Goods are defective or non-conforming, it shall promptly notify Seller in writing, and Seller shall have the opportunity to cure such defect or non-conformance. If Seller is unable to cure such defect or non-conformance within a reasonable time, Purchaser may, at its option, either return the Goods for a full refund of the purchase price or retain the Goods and receive a credit against the purchase price equal to the diminished value of the Goods due to such defect or non-conformance.Warranties. Seller warrants that the Goods delivered hereunder shall be of good quality, free from defects in material and workmanship, and in conformity with all specifications and requirements set forth in the Appendix. Seller further warrants that it has complied with all applicable laws and regulations relating to the manufacture, labeling, packaging, and shipment of the Goods. These warranties shall survive any delivery, inspection, or acceptance of the Goods by Purchaser.Indemnification. Seller shall indemnify and hold harmless Purchaser, its officers, directors, employees, agents, and affiliates, from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by Seller, any defect or non-conformance in the Goods, or any violation of any applicable law or regulation by Seller relating to the manufacture, labeling, packaging, or shipment of the Goods.Termination. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within ___ days after receipt of written notice thereof. In addition, either party may terminate this Agreement at any time upon written notice to the other party for any reason or no reason at all. Upon termination of this Agreement, all rights and obligations of the parties hereunder shall cease, except that any provisions that by their nature are intended to survive termination (including, without limitation, the provisions of Sections 4, 5, 6, and 8) shall continue in full force and effect.Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the parties, whether written or oral. This Agreement may not be amended, modified, or supplemented except in writing signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of ____, without giving effect to any choice of law or conflict of law provision or rule. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the Appendix. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.PURCHASER: _____________________________ [Name] By: _____________________________ [Authorized Signatory] Date: _____________________________SELLER: _____________________________ [Name] By: _____________________________ [Authorized Signatory] Date: ____________________________