MASTER SALE OF GOODS AGREEMENT

(California UCC-Compliant)

DOCUMENT HEADER

This Master Sale of Goods Agreement (this "Agreement") is made and entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between:

1. [SELLER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] having its principal place of business at [ADDRESS] ("Seller"); and
2. [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] having its principal place of business at [ADDRESS] ("Buyer").

Recitals

A. Seller is engaged in the manufacture and/or distribution of the goods identified herein.
B. Buyer desires to purchase, and Seller desires to sell, such goods on the terms and conditions set forth in this Agreement.
C. The Parties intend that this Agreement constitute a "contract for the sale of goods" within the meaning of the California Commercial Code Division 2 (Cal. Com. Code Sections 2101-2725).

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

I. DEFINITIONS

"Affiliate" - any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
"Business Day" - any day other than a Saturday, Sunday, or California state holiday.
"Confidential Information" - has the meaning set forth in Section VI.B.
"Contract Documents" - collectively, this Agreement, each Schedule hereto, and each Purchase Order issued hereunder.
"Goods" - the tangible, movable goods described in Schedule 1 and any conforming replacements or substitutes provided by Seller under this Agreement.
"Purchase Order" or "PO" - Buyer's ordering document referencing this Agreement and specifying quantity, price, delivery schedule, and other relevant terms.
"Specifications" - the technical and functional specifications for the Goods set forth in Schedule 1.

II. SALE AND PURCHASE OF GOODS

2.1 Sale and Purchase

(a) Seller shall sell, and Buyer shall purchase, the Goods in the quantities and at the times specified in duly-issued POs.
(b) Each PO is subject to written acceptance or rejection by Seller within [___] Business Days. Silence constitutes acceptance.
(c) Any additional or different terms proposed by either Party are objected to and rejected unless expressly agreed in a writing signed by both Parties. Cal. Com. Code Section 2207 (battle-of-forms).

2.2 Quantity Commitments

Buyer commits to purchase [minimum annual quantity] units during each 12-month period of the Term ("Minimum Commitment").

III. DELIVERY; TITLE; RISK OF LOSS

3.1 Shipping Terms

(a) Delivery shall be [Incoterms rule] [named place].
(b) Title and risk of loss to the Goods pass to Buyer upon [delivery to carrier / arrival at Buyer's facility] in accordance with Cal. Com. Code Sections 2319 to 2324.

3.2 Packaging & Labeling

Seller shall package the Goods in accordance with industry standards and any additional requirements in Schedule 2.

3.3 Inspection & Acceptance

Buyer shall inspect Goods within [___] days after delivery ("Inspection Period") pursuant to Cal. Com. Code Section 2513. Acceptance occurs upon the earlier of (i) written acceptance or (ii) expiration of the Inspection Period without written notice of non-conformity.

IV. PRICE AND PAYMENT TERMS

4.1 Purchase Price

Prices are set forth in Schedule 3 and are [firm / subject to adjustment index-based] for the initial [___]-month period.

4.2 Taxes

Prices exclude all sales, use, and similar taxes. Buyer shall pay applicable taxes or provide a valid exemption certificate.

4.3 Invoices; Payment

Seller shall invoice upon shipment. Buyer shall pay undisputed amounts within [___] days of invoice date. Late payments bear interest at the lesser of [1.5% per month] or the maximum rate permitted under California Civil Code Section 3289.

V. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations

Each Party represents that it (i) is duly organized and in good standing, (ii) has full authority to enter into and perform this Agreement, and (iii) is not insolvent.

5.2 Seller's Warranties

(a) Conformity - Goods shall conform to the Specifications and be free from defects in design, materials, and workmanship for the [Warranty Period] specified in Schedule 4.
(b) Title - Seller shall convey good and marketable title to the Goods, free of liens and encumbrances. Cal. Com. Code Section 2312.
(c) Merchantability and Fitness - Goods shall be merchantable (Cal. Com. Code Section 2314) and fit for Buyer's particular purpose (Cal. Com. Code Section 2315) as disclosed in writing to Seller.

5.3 Disclaimer

TO THE EXTENT PERMITTED BY CALIFORNIA LAW AND CAL. COM. CODE SECTION 2316, ANY WARRANTIES NOT EXPRESSLY SET FORTH HEREIN ARE DISCLAIMED. THE DISCLAIMERS IN THIS SECTION ARE CONSPICUOUS.

5.4 Warranty Remedies

Seller shall, at its option and sole cost, repair, replace, or refund the purchase price of non-conforming Goods, subject to the limitation of liability in Article VIII.

VI. COVENANTS AND RESTRICTIONS

6.1 Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, including California Transparency in Supply Chains Act (Cal. Civ. Code Section 1714.43) where applicable.

6.2 Confidentiality

(a) "Confidential Information" includes any non-public, proprietary information disclosed by a Party marked or identified as confidential.
(b) Obligations continue for [___] years after termination. Trade secrets protected under California Uniform Trade Secrets Act (Cal. Civ. Code Section 3426 et seq.).

6.3 Insurance

Seller shall maintain Commercial General Liability insurance with limits not less than [USD ___] per occurrence and Product Liability insurance with limits not less than [USD ___].

VII. DEFAULT AND REMEDIES

7.1 Events of Default

(a) Failure of Buyer to pay any amount when due and such failure continues [10] Business Days after written notice.
(b) Failure of either Party to perform any material obligation and such failure is not cured within [30] days after written notice.
(c) Insolvency, appointment of a receiver, or commencement of bankruptcy proceedings by or against a Party.

7.2 Seller's Remedies

Upon Buyer default, Seller may suspend performance, demand adequate assurance (Cal. Com. Code Section 2609), or terminate this Agreement and pursue any remedies available at law or equity.

7.3 Buyer's Remedies

Upon Seller default, Buyer may reject non-conforming Goods, cover by purchasing substitute goods (Cal. Com. Code Section 2712), terminate this Agreement, and/or recover damages as limited in Article VIII.

7.4 Attorneys' Fees

The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys' fees and costs pursuant to California Civil Code Section 1717.

VIII. RISK ALLOCATION

8.1 Indemnification - Seller Warranties

Seller shall indemnify, defend, and hold harmless Buyer from and against any third-party claims arising out of or related to (i) breach of Seller's warranties, (ii) product liability attributable to a defect in the Goods, or (iii) infringement of any United States patent, trademark, or copyright by the Goods.

8.2 Limitation of Liability (UCC Limits)

(a) EXCEPT FOR INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, TO THE EXTENT PERMITTED BY CALIFORNIA LAW.
(b) THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER UNDER THE PO GIVING RISE TO THE CLAIM. Cal. Com. Code Sections 2718, 2719.

8.3 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by a Force Majeure Event, provided that the affected Party promptly notifies the other Party and uses commercially reasonable efforts to mitigate.

IX. DISPUTE RESOLUTION

9.1 Good-Faith Negotiation

The Parties shall first attempt in good faith to resolve any dispute by informal negotiations between executives with authority to settle.

9.2 Optional Arbitration

[Include if elected] If the dispute is not resolved within [30] days of written notice, either Party may submit the dispute to binding arbitration administered by [Administrator] under its [Rules], conducted in [City], California.

9.3 Governing Law

This Agreement and any dispute hereunder shall be governed by and construed in accordance with the California Commercial Code and the laws of the State of California, without regard to its conflict-of-laws rules.

9.4 Jurisdiction; Forum Selection (Non-Exclusive)

Subject to Section 9.2, each Party irrevocably submits to the non-exclusive jurisdiction of the state and federal courts located in [San Francisco / Los Angeles / Santa Clara] County, California.

9.5 Injunctive Relief (Limited)

Either Party may seek injunctive or other equitable relief solely to prevent unauthorized disclosure of Confidential Information or infringement of intellectual property.

X. GENERAL PROVISIONS

10.1 Term & Termination

(a) Term begins on the Effective Date and continues for [initial term] years, automatically renewing for successive [one-year] periods unless either Party gives [90] days' prior written notice of non-renewal.
(b) On termination, Buyer shall pay for conforming Goods shipped; surviving provisions include Articles V, VII, VIII, IX, and X.

10.2 Amendment & Waiver

No amendment or waiver is effective unless in writing and signed by both Parties.

10.3 Assignment

Neither Party may assign without prior written consent, except to an Affiliate or successor by merger or sale of substantially all assets.

10.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

10.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.

10.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures valid under California Uniform Electronic Transactions Act (Cal. Civ. Code Section 1633.1 et seq.).

10.7 Notices

All notices must be in writing and delivered to the addresses set forth above.

10.8 Construction

Cal. Civ. Code Section 1654 (construction against drafter) shall not apply.

XI. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

SCHEDULE 1 - SPECIFICATIONS & QUALITY STANDARDS

[Detailed technical specifications, drawings, regulatory requirements, revision control, etc.]

SCHEDULE 2 - DELIVERY & LOGISTICS REQUIREMENTS

[Packaging standards, palletizing, bar-coding, labeling, routing guides, freight carriers, insurance certificates, etc.]

SCHEDULE 3 - PRICING SCHEDULE

[Unit prices, volume discounts, escalation formulas, currency, pricing-review mechanism.]

SCHEDULE 4 - WARRANTY PERIOD & PROCEDURES

[Warranty start date, duration, RMA procedures, turnaround times, advance replacements, out-of-warranty repair rates.]

SCHEDULE 5 - FORM OF PURCHASE ORDER

[Template PO with required fields and standard references to this Agreement.]