Sales Agreement - Goods

MASTER SALE OF GOODS AGREEMENT

UNIVERSAL PRIVATE-BUSINESS FORM

Use gate. This form is for repeat private-business purchases of identified
goods. Do not use it without a tailored addendum for consumers, food, drugs,
medical devices, vehicles, aircraft, weapons, hazardous or controlled products,
public procurement, franchising, consignment, cross-border trade, seller
financing, construction, or a transaction in which services predominate.

---

1. PARTIES AND TERM

Effective Date: [__/__/____]

Seller

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Order Contact: [________________________________]

Quality and Recall Contact: [________________________________]

Buyer

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Order Contact: [________________________________]

Quality and Recall Contact: [________________________________]

Each is a "Party"; together, the "Parties."

Initial Term: [________________________________]

Renewal Selection: [________________________________]

Currency: [________________________________]

---

2. TRANSACTION CLASSIFICATION

The Parties classify the relationship as follows:

☐ Master agreement; no purchase obligation without an accepted Order

☐ Requirements arrangement described in the Volume Schedule

☐ Minimum-purchase commitment described in the Volume Schedule

☐ Capacity reservation described in the Volume Schedule

☐ Seller manufactures the Goods

☐ Seller distributes or resells the Goods

☐ Goods are custom-made to Buyer specifications

☐ Buyer owns or funds tooling

☐ Goods carry Buyer's label or marks

☐ Goods include software, firmware, or connected functions

☐ Goods or materials will cross a national border

☐ Goods are subject to special safety, labeling, registration, or traceability
controls identified in the Compliance Schedule

☐ Seller finances or defers payment beyond ordinary invoice terms

Required addenda or separate records: [________________________________]

Counsel approving classification: [________________________________]

---

3. AGREEMENT DOCUMENTS AND PRECEDENCE

This Agreement includes each checked document:

☐ Exhibit A — Goods and Specifications Schedule

☐ Exhibit B — Order, Forecast, and Volume Schedule

☐ Exhibit C — Price, Tax, and Invoice Schedule

☐ Exhibit D — Delivery, Packaging, and Risk Schedule

☐ Exhibit E — Quality, Inspection, and Acceptance Schedule

☐ Exhibit F — Warranty, Service, and Recall Schedule

☐ Exhibit G — Tooling, IP, Software, and Data Schedule

☐ Exhibit H — Compliance, Insurance, Risk, and Dispute Schedule

☐ Accepted Orders

☐ Signed change orders

Unless a signed document expressly identifies an override, conflicts are
resolved in this order:

1. Signed regulated-product or financing addendum for its subject
2. Signed change order
3. Exhibits A through H for their subjects
4. This Agreement

5. Accepted Order for quantity, delivery date, destination, and other fields
   this Agreement expressly allows an Order to set

6. Incorporated quotation or specification

A clickwrap, portal term, invoice legend, packing slip, acknowledgment, or
preprinted purchase-order term does not amend this Agreement unless authorized
representatives of both Parties sign an amendment identifying the change.

---

4. DEFINITIONS

"Accepted Order" means an Order accepted through Section 5.

"Buyer Materials" means designs, specifications, data, labels, packaging,
tools, components, or other materials Buyer supplies or funds and Exhibit G
identifies as Buyer-controlled.

"Commercial Unit" means the unit the Parties designate in Exhibit A for
separate shipment, inspection, acceptance, rejection, pricing, or remedy.

"Goods" means only the products, materials, components, and included items
identified in Exhibit A or an Accepted Order.

"Nonconformity" means a failure to satisfy an objective requirement in an
Accepted Order, Exhibit A, or Exhibit E.

"Order" means Buyer's written request containing the required fields in
Exhibit B.

"Recall Event" means the event and classification selected in Exhibit F.

"Specifications" means the signed technical, quality, packaging, labeling,
and performance requirements identified by version in Exhibit A.

---

5. ORDER FORMATION AND CONTROL

5.1 No Order by Forecast Alone

A forecast, estimate, budget, request for quote, sample request, or planning
message is not an Order or commitment unless Exhibit B expressly says otherwise.

5.2 Required Order Fields

Each Order shall state:

• Order number and date
• Goods identifier, Specification version, and quantity
• Unit price or Price Schedule reference
• Requested delivery date or window
• Destination and delivery term reference
• Packaging, labeling, and documentation requirements
• Buyer contact and billing information
• Any permitted Order-level option

5.3 Acceptance Method

Select one:

☐ Seller accepts only through a written order acknowledgment

☐ Seller accepts by beginning identified manufacture after written notice

☐ Seller accepts by shipment

☐ Other objective method: [________________________________]

Seller shall accept, reject, or propose changes within [____] Business Days.
Silence is not acceptance unless the Parties expressly select and define a
silence procedure here: [________________________________].

5.4 Proposed Changes

A response that changes quantity, price, delivery, Specification, warranty, or
another material field is a proposal, not an acceptance, unless Buyer accepts
the changed terms through the agreed method.

5.5 Order Changes and Cancellation

No Accepted Order changes unless the Parties approve a written change stating
the price, schedule, inventory, work-in-process, tooling, and Specification
effects.

Buyer cancellation right: [________________________________]

Seller cancellation right: [________________________________]

Cancellation charge method: [________________________________]

---

6. FORECASTS, VOLUME, AND CAPACITY

6.1 Forecasts

Buyer shall provide a rolling [____]-month forecast every [________________].

The forecast is:

☐ Nonbinding planning information

☐ Binding only for the first [____] days or units

☐ Binding within the tolerance in Exhibit B

6.2 Volume Commitment

☐ No minimum purchase

☐ Minimum of [____] units per [month / quarter / year]

☐ Purchase of [____]% of Buyer's identified requirements, subject to the
assumptions in Exhibit B

6.3 Capacity Commitment

☐ No reserved capacity

☐ Seller reserves [____] units per [________________]

☐ Surge capacity of [____] units on [____] days' notice

6.4 Allocation During Constraint

The Parties shall use the allocation rule in Exhibit B during a documented
capacity or material constraint. Seller shall disclose the basis, affected
Goods, expected duration, and mitigation without revealing another customer's
confidential information.

---

7. GOODS, SPECIFICATIONS, AND CHANGES

7.1 Goods Record

Exhibit A shall identify each Goods family and Commercial Unit, including:

• Part, stock-keeping, catalog, or model number
• Description, composition, dimensions, tolerances, and performance criteria
• Approved samples, drawings, bills of material, and revision level
• Shelf life, storage, handling, and environmental limits
• Packaging, labeling, marking, and language requirements
• Country-of-origin and traceability records required by the Parties
• Included manuals, certificates, accessories, and software
• Approved manufacturing sites and subcontractors, if material
• Buyer-supplied materials and approved substitutes

7.2 Specification Control

Only the version identified in the Accepted Order applies. Seller shall not
change a material, source, process, site, design, component, software version,
label, package, or test method that Exhibit A designates as controlled without
the required prior approval.

7.3 Change Request

Either Party may request a change. Before approval, the responding Party shall
state reasonably identifiable effects on price, inventory, tooling, quality,
qualification, lead time, warranty, compliance, and open Orders.

7.4 Discontinuance

Seller shall give [____] days' notice before a planned discontinuance or
materially incompatible replacement and offer the last-time-buy process in
Exhibit B, subject to capacity and material availability.

---

8. PRICE, TAX, AND INVOICING

8.1 Price

Prices and included charges are stated in Exhibit C.

☐ Fixed through [__/__/____]

☐ Indexed using the source, base, frequency, cap, and floor in Exhibit C

☐ Reviewable on [____] days' notice with no change to accepted Orders

☐ Volume tiers or rebates apply under Exhibit C

8.2 Included and Excluded Charges

Exhibit C shall allocate freight, packaging, pallets, insurance, duties,
brokerage, tooling, testing, certificates, expedited service, and other charges.

8.3 Tax Treatment

The Parties shall complete the transaction-specific tax section in Exhibit C.

☐ Price includes identified taxes

☐ Identified taxes are separately stated

☐ Buyer will provide identified exemption or deduction documentation

☐ Each Party bears taxes imposed on its own income, property, personnel, and
operations

No tax classification, rate, certificate, deduction, or sourcing assumption is
part of the Agreement unless Exhibit C states it.

8.4 Invoice and Payment

Invoice event: [shipment / delivery / acceptance / other: ______________]

Payment period: [____] days after [________________________________]

Required invoice support: [________________________________]

Approved payment method: [________________________________]

Buyer shall notify Seller of a good-faith invoice dispute within [____] days,
state the amount and basis, and timely pay undisputed amounts.

8.5 Late Charge

☐ None

☐ Rate and calculation in Exhibit C after transaction-specific counsel review

---

9. DELIVERY, PACKAGING, AND RISK

9.1 Delivery Record

Exhibit D and each Accepted Order shall identify:

• Shipment point, destination, date or window, and Commercial Units
• Carrier selection and freight responsibility
• Packaging, pallet, container, label, and preservation requirements
• Loading, unloading, appointment, access, and receiving responsibility
• Transit insurance responsibility
• Export, import, customs, origin, and shipping documents
• Partial and early shipment permissions

9.2 Delivery Term

The Parties shall use one complete delivery rule for each Order. A trade term
does not apply unless the Order or Exhibit D states its named place, version,
and agreed variations.

9.3 Risk-Transfer Event

Risk of physical loss or damage transfers at the selected event:

☐ Carrier receipt at [________________________________]

☐ Tender at destination [________________________________]

☐ Completion of unloading

☐ Acceptance

☐ Other objective event: [________________________________]

Risk allocation does not itself determine title, payment, acceptance, warranty,
or responsibility for damage caused by a Party's breach.

9.4 Title

Seller transfers the interest described in Exhibit A at:

☐ Shipment

☐ Delivery

☐ Acceptance

☐ Payment

☐ Other: [________________________________]

Permitted liens or retained interests: [________________________________]

9.5 Delay and Shortage

Seller shall promptly notify Buyer of a known or expected delay, shortage, or
allocation and state the cause, affected Orders, mitigation, and revised date.

Time-critical Orders: [________________________________]

Agreed delay remedy: [________________________________]

---

10. INSPECTION, ACCEPTANCE, AND NONCONFORMITY

10.1 Receiving Inspection

Buyer shall record visible shortage, wrong product, damage, lot mismatch, and
packaging defects promptly after delivery and preserve reasonable evidence.

10.2 Inspection Period

Ordinary inspection period: [____] Business Days after [delivery / receipt]

Latent or destructive-test treatment: [________________________________]

Sampling plan and tolerances: [________________________________]

10.3 Acceptance Method

Acceptance occurs only through the selected method:

☐ Written acceptance

☐ Completion of the Exhibit E test

☐ Failure to reject after Seller gives an expiration reminder and [____]
additional days pass

☐ Use or resale beyond the agreed testing, preservation, or mitigation use

10.4 Rejection Notice

Buyer shall identify the affected Order, Goods, quantity or Commercial Units,
lot or serial information, Specification requirement, observed result, and
available evidence.

Buyer may:

☐ Reject the affected Commercial Units

☐ Accept with an agreed price adjustment

☐ Require sorting, repair, rework, replacement, or retest

☐ Use another remedy selected in Exhibit E

10.5 Control and Disposition

Pending instructions, Buyer shall reasonably preserve rejected Goods. Seller
shall provide disposition instructions within [____] days and allocate sorting,
storage, freight, return, destruction, and rework costs under Exhibit E.

10.6 Cure

Cure period or replacement date: [________________________________]

Maximum cure attempts: [________________________________]

Retest procedure: [________________________________]

Acceptance of one shipment or lot does not waive a Nonconformity in another.

---

11. QUALITY, RECORDS, AND TRACEABILITY

Seller shall maintain only the quality system and records expressly required in
Exhibit E, which may include:

☐ Incoming-material controls

☐ In-process and final inspection

☐ Calibration and test-equipment controls

☐ Lot, batch, date-code, serial, or source traceability

☐ Certificate of analysis or conformity

☐ Nonconformance and corrective-action process

☐ Change-notification controls

☐ Approved-subcontractor controls

☐ Record retention for [____] years

Buyer audit rights, if any, are limited to scope, frequency, notice,
confidentiality, safety, and remediation terms in Exhibit E. An audit does not
transfer Seller's obligations or constitute acceptance.

---

12. WARRANTIES AND SUPPORT

12.1 Selected Express Warranties

Seller warrants only the selected and completed promises:

☐ Goods conform materially to the applicable Specification

☐ Goods are free from defects in materials and workmanship for [____] months
after [shipment / delivery / acceptance]

☐ Goods match the incorporated approved sample

☐ Seller owns the interest it agrees to transfer

☐ Goods have the shelf life stated in Exhibit A at delivery

☐ Seller will provide the support or replacement parts in Exhibit F

☐ Other: [________________________________]

12.2 Warranty Claim

Buyer shall identify the affected Goods, Order, lot or serial data, delivery
date, observed issue, operating or storage conditions, and available evidence.

12.3 Warranty Remedy

Seller shall use the selected remedy order:

☐ Repair or rework

☐ Replace

☐ Credit or refund the allocated price after return or agreed disposition

☐ Other: [________________________________]

Response and completion time: [________________________________]

Freight, removal, sorting, and field-cost allocation: [________________]

12.4 Exclusions

The warranty excludes an issue only to the extent caused by an exclusion stated
in Exhibit F, such as improper storage, unauthorized modification, use outside
stated parameters, expired shelf life after compliant delivery, or a Buyer
design or material.

12.5 Optional Disclaimer

Use only after counsel confirms the wording, conspicuous placement, and
availability for the completed transaction:

☐ EXCEPT FOR THE EXPRESS WARRANTIES SELECTED IN THIS AGREEMENT, SELLER
DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, AND BUYER ACCEPTS THE GOODS AS IS AND WITH ALL
FAULTS, TO THE EXTENT THE COMPLETED TRANSACTION PERMITS THAT DISCLAIMER.

Separate Buyer initials if selected: [________]

---

13. PRODUCT ISSUE, STOP-SHIP, AND RECALL

The Parties shall use Exhibit F to define the events requiring escalation,
quarantine, stop-ship, market withdrawal, correction, notification, or recall
assessment.

Each Party shall promptly notify the other of information reasonably indicating
that affected Goods may present a material safety, compliance, quality, or
traceability issue. The notice shall identify known lots, dates, customers or
locations, risk, containment, and contact persons without delaying urgent safety
steps.

Exhibit F shall allocate:

• Investigation and root-cause leadership
• Stop-ship and quarantine authority
• Notice approval and regulator or customer communications
• Lot tracing, returned-product control, correction, and destruction
• Replacement, refund, freight, labor, disposal, and professional costs
• Records, public statements, insurance notice, and post-event review

No cost allocation is presumed from which Party first gives notice or takes an
urgent protective step.

---

14. TOOLING, BUYER MATERIALS, AND INVENTORY

Exhibit G shall identify ownership, possession, marking, maintenance, insurance,
access, use restrictions, replacement value, and return terms for tooling,
dies, molds, fixtures, test equipment, packaging, and Buyer Materials.

Seller shall not use Buyer-owned tooling or Buyer Materials for another customer
without written permission.

Safety-stock obligation: [________________________________]

Raw-material commitment: [________________________________]

Work-in-process ownership: [________________________________]

Excess and obsolete inventory allocation: [____________________________]

End-of-term disposition: [________________________________]

---

15. INTELLECTUAL PROPERTY, SOFTWARE, AND DATA

Each Party retains its preexisting materials and rights. Exhibit G shall state
rights in custom specifications, designs, developments, tooling, labels,
packaging, test data, and feedback.

If Goods include software, firmware, connectivity, remote access, telemetry, or
data functions, Exhibit G must identify:

• Licensor, license scope, users, locations, term, and transfer restrictions
• Required subscriptions, activation, credentials, and third-party accounts
• Versions, updates, security patches, support, and end-of-support date
• Remote access, diagnostic, telemetry, and shutdown functions
• Data ownership, permitted use, retention, export, deletion, and security

Sale of a physical product does not itself promise transfer of source code,
software ownership, account access, subscription, data, or another right not
expressly identified in Exhibit G.

---

16. COMPLIANCE AND DOCUMENTATION

Exhibit H shall identify transaction-specific product, facility, labeling,
safety, environmental, labor, anti-corruption, sanctions, export, import,
customs, origin, accessibility, cybersecurity, and record requirements.

Each Party is responsible for the obligations expressly assigned to it and for
its own operations and personnel. Seller shall provide only the certifications,
declarations, reports, test records, and origin documents listed in Exhibit H.

Approved manufacturing locations: [________________________________]

Required certifications and responsible Party: [_______________________]

Restricted materials or sourcing rules: [________________________________]

End-use and destination disclosures: [________________________________]

---

17. CONFIDENTIALITY AND PUBLICITY

"Confidential Information" means nonpublic commercial, financial, technical,
quality, security, or operational information marked confidential or reasonably
understood to be confidential in context. It excludes information the receiving
Party can document was independently developed, rightfully known without duty,
rightfully received from another source, or public without breach.

The receiving Party shall use Confidential Information only for this
relationship, protect it with at least reasonable care, and disclose it only to
persons who need it and are bound to protect it. A legally compelled disclosure
may be made after legally permitted notice and reasonable cooperation.

Ordinary confidentiality term: [____] years

Return or deletion procedure: [________________________________]

Neither Party may use the other Party's name, marks, product images, or
relationship in publicity without written permission.

---

18. INDEMNITY, LIABILITY, AND INSURANCE

18.1 Indemnity Selection

No indemnity applies unless Exhibit H identifies the indemnified persons,
covered third-party claim types, required connection to conduct, exclusions,
comparative-fault treatment, defense control, counsel standards, notice,
cooperation, settlement consent, cost allocation, and relationship to limits.

☐ Seller indemnity: [________________________________]

☐ Buyer indemnity: [________________________________]

☐ Mutual indemnity: [________________________________]

☐ No contractual indemnity

18.2 Liability Limit

☐ No contractual aggregate cap

☐ Aggregate cap of $[________________________________]

☐ Aggregate cap calculated as [________________________________]

Claims outside the cap: [________________________________]

18.3 Damage Categories

☐ No contractual exclusion

☐ Defined excluded categories: [________________________________]

Exceptions: [________________________________]

Exhibit H should expressly address the foreseeable loss types material to the
Goods, including line shutdown, sorting, replacement purchases, expedited
freight, customer charges, recall, disposal, lost production, data loss, and
property damage.

18.4 Insurance

Coverage	Responsible Party	Limit	Period	Evidence
Commercial general liability	[____]	$[____]	[____]	[____]
Product liability	[____]	$[____]	[____]	[____]
Product recall	[____]	$[____]	[____]	[____]
Transit or cargo	[____]	$[____]	[____]	[____]
Property	[____]	$[____]	[____]	[____]
Cyber or technology	[____]	$[____]	[____]	[____]

Insurance does not expand or reduce contractual liability unless Exhibit H
expressly says so.

---

19. DEFAULT, REMEDIES, AND TERMINATION

19.1 Material Default

A Party defaults by failing to perform a material obligation and failing to
cure after notice and the opportunity below, unless the Agreement makes the
obligation immediate or cure is not reasonably possible.

Payment cure period: [____] days

Other cure period: [____] days

No-cure events, if any: [________________________________]

19.2 Buyer Remedies

For Seller's uncured default, Buyer may exercise applicable selected remedies,
subject to Section 18:

☐ Require cure, rework, or replacement

☐ Reject affected Commercial Units

☐ Cancel affected open Orders

☐ Purchase substitutes and apply the agreed cost measure

☐ Recover a stated refund or credit

☐ Other: [________________________________]

19.3 Seller Remedies

For Buyer's uncured default, Seller may exercise applicable selected remedies,
subject to Section 18:

☐ Suspend manufacture or shipment

☐ Cancel affected open Orders

☐ Resell identified finished Goods and apply the agreed damage measure

☐ Recover the unpaid price when the Agreement and circumstances permit

☐ Other: [________________________________]

19.4 Master Agreement Termination

☐ No convenience termination

☐ Either Party may terminate on [____] days' notice

☐ Buyer may terminate on [____] days' notice

Termination of the master relationship does not cancel an Accepted Order unless
the termination notice or Agreement expressly says so. The Parties shall apply
the end-of-term rules for inventory, tooling, Buyer Materials, confidential
information, software access, open warranty claims, and product issues.

---

20. EXCUSED DELAY AND BUSINESS CONTINUITY

A Party is excused from a delayed nonpayment obligation only to the extent an
event beyond its reasonable control prevents performance despite reasonable
mitigation. The affected Party shall promptly identify the event, affected
Orders, mitigation, allocation, and expected duration and provide updates.

Included events: [________________________________]

Excluded events: [________________________________]

Alternate-source and allocation duties: [________________________________]

Business-continuity requirements: [________________________________]

Long-stop cancellation period: [____] days

---

21. DISPUTE SCHEDULE

21.1 Governing Law

The Parties select the law of [STATE / COUNTRY], excluding its conflict-of-laws
rules, except to the extent a mandatory rule or valid conflict-of-laws analysis
requires a different result. Counsel shall confirm that the selected law fits
the Goods, parties, places of performance, and transaction.

21.2 Escalation

Operational leads shall meet within [____] days after written dispute notice.
If unresolved, executives with settlement authority shall meet within [____]
additional days. A Party may seek time-sensitive relief without completing
escalation.

21.3 Forum Option

Select one complete path in Exhibit H:

☐ Courts located in [________________] County, [STATE / COUNTRY], subject to
their jurisdiction, enforceability, and any mandatory venue

☐ Nonexclusive court forum: [________________________________]

☐ Mediation followed by court litigation

☐ Counsel-approved arbitration addendum stating administrator, rules, seat,
arbitrator count, selection, scope, provisional relief, confidentiality, fees,
and award procedure

21.4 Jury Waiver

☐ No contractual jury waiver

☐ A separate counsel-approved jury-waiver addendum is attached and separately
initialed; this general form does not supply one

21.5 Fees and Costs

☐ Each Party bears its own fees and costs except as otherwise required

☐ Prevailing-party provision in Exhibit H after counsel defines prevailing,
partial success, settlement offers, and recoverable proceedings

---

22. GENERAL TERMS

22.1 Notices

Seller Notice Contact: [________________________________]

Buyer Notice Contact: [________________________________]

Approved Methods and Effective Event: [________________________________]

22.2 Assignment

Neither Party may assign this Agreement without the other Party's prior written
consent, except as expressly permitted here: [________________________________].
No permitted assignment releases the assigning Party unless the other Party
expressly agrees in writing.

22.3 Independent Parties

The Parties are independent contracting parties. Neither may bind the other
except through express written authority.

22.4 Entire Agreement and Amendment

This Agreement and incorporated documents are the complete agreement about the
Goods. An amendment must be in writing, identify this Agreement and the change,
and be signed by authorized representatives of both Parties.

22.5 Waiver

A waiver must be in writing and applies only to the stated instance. Delay in
enforcement is not itself a waiver.

22.6 Severability

If a provision cannot be enforced as written, the Parties request enforcement
to the maximum extent permitted consistent with their documented allocation;
the remaining provisions continue if the essential bargain remains workable.

22.7 Counterparts and Signature Method

☐ Wet ink

☐ Approved electronic-signature platform: [________________________________]

☐ Other authenticated method: [________________________________]

22.8 No Third-Party Beneficiary

This Agreement benefits only the Parties and permitted successors and assigns,
except for an indemnified person expressly identified in Exhibit H.

22.9 Survival

Accrued payment, product-issue cooperation, warranty, tooling, confidentiality,
IP, indemnity, liability allocation, dispute, and provisions intended by their
nature to continue survive to the extent stated in the applicable section.

---

23. SIGNATURES

Each signatory represents that the signatory is authorized to sign for the
identified Party.

Seller

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Buyer

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

---

EXHIBIT A — GOODS AND SPECIFICATIONS SCHEDULE

Field	Entry
Goods family	[________________________________]
Part / SKU / model	[________________________________]
Commercial Unit	[________________________________]
Specification and version	[________________________________]
Composition and dimensions	[________________________________]
Performance and tolerances	[________________________________]
Approved sample / drawing	[________________________________]
Shelf life and storage	[________________________________]
Packaging and labeling	[________________________________]
Traceability	[________________________________]
Included documents / software	[________________________________]
Approved sites / sources	[________________________________]

---

EXHIBIT B — ORDER, FORECAST, AND VOLUME SCHEDULE

Order Form and Acceptance Method: [________________________________]

Forecast Timing and Binding Window: [________________________________]

Minimum or Requirements Commitment: [________________________________]

Reserved and Surge Capacity: [________________________________]

Allocation Rule: [________________________________]

Lead Times: [________________________________]

Change and Cancellation Charges: [________________________________]

Discontinuance and Last-Time Buy: [________________________________]

---

EXHIBIT C — PRICE, TAX, AND INVOICE SCHEDULE

Unit Prices and Volume Tiers: [________________________________]

Price Adjustment Method: [________________________________]

Included and Excluded Charges: [________________________________]

Tax Treatment and Advisor: [________________________________]

Invoice Event and Support: [________________________________]

Payment Terms: [________________________________]

Late-Charge Selection: [________________________________]

---

EXHIBIT D — DELIVERY, PACKAGING, AND RISK SCHEDULE

Shipment Point and Destination: [________________________________]

Delivery Rule and Named Place: [________________________________]

Carrier and Freight: [________________________________]

Packaging and Labels: [________________________________]

Risk-Transfer Event: [________________________________]

Title-Transfer Event: [________________________________]

Partial / Early Shipment: [________________________________]

Shipping and Customs Documents: [________________________________]

---

EXHIBIT E — QUALITY, INSPECTION, AND ACCEPTANCE SCHEDULE

Quality System: [________________________________]

Inspection and Sampling Plan: [________________________________]

Acceptance Method and Period: [________________________________]

Nonconformity Evidence: [________________________________]

Sorting, Rework, and Return: [________________________________]

Cure and Retest: [________________________________]

Audit and Record Retention: [________________________________]

---

EXHIBIT F — WARRANTY, SERVICE, AND RECALL SCHEDULE

Express Warranties: [________________________________]

Warranty Period and Claim Method: [________________________________]

Remedy and Cost Allocation: [________________________________]

Support and Parts: [________________________________]

Recall Event Definition: [________________________________]

Stop-Ship and Investigation: [________________________________]

Notice, Correction, and Cost Allocation: [____________________________]

---

EXHIBIT G — TOOLING, IP, SOFTWARE, AND DATA SCHEDULE

Buyer Materials and Tooling: [________________________________]

Ownership, Use, and Return: [________________________________]

Custom Development Rights: [________________________________]

Software License and Support: [________________________________]

Remote Access and Telemetry: [________________________________]

Data Rights and Security: [________________________________]

Inventory and End-of-Term Disposition: [________________________________]

---

EXHIBIT H — COMPLIANCE, INSURANCE, RISK, AND DISPUTE SCHEDULE

Product and Facility Requirements: [________________________________]

Export, Import, and Origin: [________________________________]

Required Certifications: [________________________________]

Indemnity Selection: [________________________________]

Liability Cap and Damage Categories: [________________________________]

Insurance: [________________________________]

Notice and Escalation: [________________________________]

Court or Arbitration Selection: [________________________________]

Fees and Costs: [________________________________]

---

End of template.