Sales Agreement - Goods

MASTER SALE OF GOODS AGREEMENT

COLORADO PRIVATE-BUSINESS FRAMEWORK

Use gate. Use this form only for repeat private-business purchases of
identified goods after classifying the transaction. Use a tailored agreement
or 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.

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Sale and Purchase of Goods
4. Pricing and Payment Terms
5. Delivery and Risk of Loss
6. Inspection and Acceptance
7. Warranties
8. Representations
9. Indemnification
10. Limitation of Liability
11. Intellectual Property
12. Confidentiality
13. Default and Remedies
14. Term and Termination
15. Dispute Resolution
16. General Provisions
17. Execution Block

1. DOCUMENT HEADER

MASTER SALE OF GOODS AGREEMENT

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

SELLER:

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Registration or authority record, if relevant: [REGISTRATION NUMBER]
• Contact: [NAME] | [EMAIL] | [PHONE]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Registration or authority record, if relevant: [REGISTRATION NUMBER]
• Contact: [NAME] | [EMAIL] | [PHONE]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, distributing, or supplying [DESCRIPTION OF GOODS]; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, such goods on the terms and conditions set forth herein; and

WHEREAS, the Parties will classify the transaction, governing law, products,
destinations, and required compliance in the completed schedules;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

"Acceptance" — the objective event selected in Section 6 and the applicable Order.

"Affiliate" — Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than 50% of voting interests.

"Business Day" — a day identified by the project calendar in Exhibit A.

"Buyer" — The Party identified as Buyer in Section 1.

"Conforming Goods" — Goods that satisfy the objective requirements selected in the Agreement, Specifications, and applicable Order.

"Confidential Information" — As defined in Section 12.1.

"Delivery Date" — The date on which Goods are to be delivered as specified in a Purchase Order.

"Delivery Point" — The location where title and risk of loss transfer, as specified in Section 5.

"Force Majeure Event" — An event beyond a Party's reasonable control, including acts of God, war, terrorism, pandemic, epidemic, natural disaster, flood, fire, earthquake, government action, embargo, labor strike, or supply chain disruption.

"Goods" — The products, materials, equipment, or other tangible items to be sold by Seller to Buyer as described in Exhibit A or any Purchase Order.

"Intellectual Property" — Patents, copyrights, trademarks, trade secrets, trade dress, and other proprietary rights.

"Non-Conforming Goods" — Goods that do not conform to the Specifications or are defective.

"Purchase Order" — A written order submitted by Buyer to Seller pursuant to Section 3.2.

"Seller" — The Party identified as Seller in Section 1.

"Specifications" — The technical requirements, performance standards, and quality criteria for the Goods as set forth in Exhibit A or the applicable Purchase Order.

"Warranty Period" — The period during which Seller's warranties apply, as defined in Section 7.

3. SALE AND PURCHASE OF GOODS

3.1 Agreement to Sell

Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Goods described in Exhibit A and/or in Purchase Orders issued hereunder. Each accepted Purchase Order shall incorporate the terms of this Agreement.

3.2 Purchase Orders

(a) Buyer may submit Purchase Orders specifying: (i) description and quantity of Goods, (ii) requested Delivery Date, (iii) Delivery Point, (iv) shipping instructions, and (v) pricing per the agreed Price Schedule (Exhibit B).

(b) Seller shall accept, reject, or propose changes within [____] Business
Days using the objective method selected below. Silence and preliminary
activity are not acceptance unless the Parties separately define the exact
reminder, added decision period, and consequence.

☐ Written order acknowledgment

☐ Beginning identified manufacture after written notice

☐ Shipment

☐ Other: [________________________________]

(c) Accepted Purchase Orders become binding contracts subject to this Agreement.

(d) Each Purchase Order must reference this Agreement by its Effective Date to ensure proper incorporation.

3.3 Order Changes and Cancellations

(a) Buyer may request changes to an accepted Purchase Order by written notice. Seller shall respond within [3] Business Days with any impact on price, delivery, or specifications.

(b) Buyer may cancel a Purchase Order upon [X] days' written notice, subject to payment of:

• Raw materials already purchased: at cost
• Work in progress: at cost plus [X]% markup
• Finished Goods: at the full Purchase Order price

3.4 Conflicting Order Terms

The schedules shall state the authorized Order fields and document precedence.
A portal term, invoice legend, packing slip, acknowledgment, clickwrap, or
preprinted term does not amend this Agreement unless authorized representatives
sign an amendment identifying the change.

3.5 Transaction-Formality Gate

The Parties shall record any writing, signature, authentication, quantity,
merchant-confirmation, official-form, or other formality required for the
classified transaction in Exhibit A. This Agreement states no threshold or
exception.

3.6 Quantity

(a) Minimum Annual Quantity: [X UNITS / $X VALUE] ("Minimum Commitment").

(b) Buyer shall use reasonable efforts to purchase the Minimum Commitment during each contract year.

(c) Any requirements, output, exclusivity, allocation, or minimum-volume
arrangement must be described in Exhibit A with forecasts, binding windows,
tolerances, capacity, assumptions, and exit treatment.

4. PRICING AND PAYMENT TERMS

4.1 Pricing

(a) Prices for Goods are set forth in:
☐ Exhibit B (Price Schedule)
☐ Individual Purchase Orders
☐ Seller's then-current published price list less [X]% discount

(b) Unless otherwise specified, prices are in U.S. Dollars and:
☐ Include shipping, handling, and insurance (DDP)
☐ Exclude shipping, handling, and insurance (EXW/FOB)

(c) Prices are firm for [12/24] months from the Effective Date. Thereafter, Seller may adjust prices upon [60/90] days' prior written notice. Price increases shall not apply to Purchase Orders accepted prior to the notice date.

4.2 Taxes

(a) Exhibit B shall classify the Goods, parties, locations, delivery, use, and
any tax included in or excluded from price.

(b) Any exemption, resale, direct-pay, marketplace, or other tax document must
be identified by current official title, edition, issuer, signer, and facts in
Exhibit B.

(c) Seller shall separately itemize all taxes on each invoice.

4.3 Invoicing and Payment

(a) Seller shall invoice Buyer upon shipment of Goods or as otherwise specified in the applicable Purchase Order.

(b) Payment Terms: Net [30/45/60] days from invoice date.

(c) Payment Method: [Wire transfer / ACH / Check] to:

• Bank: [BANK NAME]
• Account: [ACCOUNT NUMBER]
• Routing: [ROUTING NUMBER]

4.4 Late Payments

Late charge: ☐ None ☐ The rate, base, accrual event, exclusions, and current-law
review stated in Exhibit B.

4.5 Disputed Invoices

(a) Buyer must notify Seller in writing of any invoice dispute within [15] days of invoice date, specifying the disputed amount and reason.

(b) Buyer shall pay undisputed amounts by the due date.

(c) Parties shall negotiate disputed amounts in good faith and resolve within [30] days.

4.6 Set-Off

Neither Party may set off amounts owed under this Agreement against amounts owed under other agreements without the other Party's prior written consent, except for liquidated and undisputed amounts.

5. DELIVERY AND RISK OF LOSS

5.1 Delivery Terms

(a) Delivery shall be made:
☐ EXW (Ex Works) — Seller's facility at [ADDRESS]
☐ FOB Origin — Carrier's facility
☐ FOB Destination — Buyer's facility at [ADDRESS]
☐ DDP (Delivered Duty Paid) — Buyer's facility

(b) Unless otherwise agreed, delivery is [FOB DESTINATION] to Buyer's address specified in the Purchase Order.

5.2 Title and Risk of Loss

(a) Title to Goods passes to Buyer upon [delivery to carrier / delivery to Buyer's facility / payment in full].

(b) Risk of physical loss or damage transfers at the objective event, named
place, and versioned delivery term selected in Exhibit C.

(c) Exhibit C shall separately state title, risk, transit insurance, freight,
loading, unloading, and responsibility for damage caused by breach.

5.3 Shipping and Insurance

(a) Seller shall ship Goods using [Buyer's designated carrier / Seller's standard carrier / mutually agreed carrier].

(b) Seller shall insure all shipments for their full replacement value until risk of loss transfers to Buyer.

(c) Seller shall provide Buyer with tracking information within [24/48] hours of shipment.

(d) Exhibit G shall identify the actual transportation, packaging, labeling,
hazardous-material, customs, and destination controls and the responsible Party.

5.4 Delivery Schedule

(a) Time is of the essence for all Delivery Dates.

(b) Seller shall notify Buyer immediately of any anticipated delay and provide a revised delivery schedule.

(c) If Seller fails to deliver within [X] days of the Delivery Date (other than due to Buyer's fault or Force Majeure), Buyer may:

• Cancel the affected Purchase Order without liability
• Procure substitute goods under the selected remedy and mitigation terms in Exhibit G

5.5 Partial Shipments

Partial and early shipment permission, invoice treatment, inspection, and
acceptance must be stated in Exhibit C or the Accepted Order.

6. INSPECTION AND ACCEPTANCE

6.1 Inspection Rights

(a) Buyer shall have [____] Business Days after [delivery / receipt /
other event] to conduct the tests selected in Exhibit D.

(b) Buyer may inspect Goods at Seller's facility prior to shipment upon reasonable advance notice.

(c) The Parties shall state the effect, if any, of payment, use, testing,
resale, processing, delay, or notice on inspection and acceptance in Exhibit D.

6.2 Acceptance

Acceptance occurs only by the selected objective method:

☐ Written acceptance

☐ Completion of the Exhibit D test

☐ Failure to reject after a written expiration reminder and [____] added days

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

☐ Other: [________________________________]

6.3 Rejection of Non-Conforming Goods

(a) Exhibit D shall state the available whole, lot, Commercial Unit, sorting,
repair, rework, replacement, retest, price-adjustment, or other responses.

(b) Buyer shall notify Seller in writing within the Inspection Period, specifying the non-conformity.

(c) Pending instructions, Buyer shall preserve rejected Goods as stated in
Exhibit D; the exhibit shall allocate storage, freight, return, destruction,
rework, cure, and retest.

(d) Seller shall, at its option and expense:

• Replace the Non-Conforming Goods with Conforming Goods;
• Repair the Non-Conforming Goods; or
• Refund the purchase price for the Non-Conforming Goods.

6.4 Agreed Cure Process

Exhibit D shall state whether cure is available, the notice, time, method,
costs, testing, effect on delivery, and Buyer's interim rights. No cure route is
created merely by this heading.

6.5 Post-Acceptance Nonconformity Process

Exhibit D shall state the process for latent, later-discovered, or
post-acceptance nonconformity, including notice, evidence, preservation,
investigation, remedy, and current-law review.

6.6 Return of Rejected Goods

Seller shall provide return shipping instructions within [5] Business Days of rejection notice. Seller bears all costs for return of rightfully rejected Goods.

7. WARRANTIES

7.1 Selected Express Warranties

Seller makes only the selected and completed promises:

☐ Goods conform materially to the applicable Specifications

☐ Goods are free from defects in materials and workmanship for the selected period

☐ Goods match an identified incorporated sample or model

☐ Seller owns the interest it agrees to transfer

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

☐ Seller provides the support or replacement parts stated in Exhibit E

☐ Other: [________________________________]

7.2 Purpose and Reliance Record

Any identified purpose, Seller selection role, Buyer reliance, performance
promise, or exclusion must be stated expressly in Exhibit E after counsel
review. This section creates none by implication.

7.3 Warranty Period

The warranties set forth in Sections 7.1 and 7.2 shall remain in effect for the longer of:
(a) [12/24/36] months from the date of delivery; or
(b) [X] months from the date of installation or first use.

7.4 Warranty Remedies

During the Warranty Period, Seller shall, at its option and expense:
(a) Repair defective Goods;
(b) Replace defective Goods with new, conforming Goods; or
(c) Refund the purchase price for defective Goods.

Seller shall complete warranty repairs or replacements within [X] Business Days of receiving returned Goods or notification of defect.

7.5 Warranty Exclusions

Warranties do not apply to defects caused by:
(a) Buyer's misuse, negligence, or improper storage;
(b) Unauthorized modification or repair by anyone other than Seller;
(c) Normal wear and tear;
(d) Use in combination with products not supplied or approved by Seller; or
(e) Failure to follow Seller's written instructions or specifications.

7.6 Optional Disclaimer Review

No disclaimer applies unless Colorado counsel approves its availability,
wording, scope, placement, assent record, and interaction with the selected
Goods, parties, express promises, mandatory law, and remedies in Exhibit E.

Any additional course-of-dealing, course-of-performance, or trade-usage term
must be selected and reviewed in Exhibit E.

7.7 Cumulative Warranties

Exhibit E shall state the relationship among express promises, any approved
disclaimer, service obligations, acceptance, and remedies.

8. REPRESENTATIONS

8.1 Mutual Representations

Each Party supplies the current existence, authority, approval, conflict,
license, and compliance evidence selected in Exhibit G. No good-standing,
enforceability, no-conflict, or universal-compliance conclusion is created by
this section.

8.2 Seller Representations

Seller supplies the product, source, title, lien, manufacturing, site,
license, permit, safety, recall, labor, environmental, and market evidence
selected in Exhibit G. Any representation must be written there with its scope,
knowledge standard, date, and supporting record.

8.3 Buyer Representations

Buyer supplies the use, destination, specifications, instructions, licensing,
resale, integration, and Buyer-Materials evidence selected in Exhibit G. Any
representation must be written there with its scope and supporting record.

9. INDEMNIFICATION

9.1 Seller Indemnification

No Seller indemnity, defense, protected-person list, claim class, procedure, or
remedy applies unless Exhibit H states the selected term after risk, insurance,
product, fault, and current-law review.

9.2 Buyer Indemnification

No Buyer indemnity, defense, protected-person list, claim class, procedure, or
remedy applies unless Exhibit H states the selected term after risk, insurance,
product, fault, and current-law review.

9.3 Indemnification Procedures

If an indemnity is selected, Exhibit H must state notice, defense control,
counsel, cooperation, settlement, consent, advancement, allocation, mitigation,
insurance, and survival terms.

9.4 Limitation on Indemnification

Any allocation for shared fault, mitigation, insurance, settlement, or
multiple causes must be stated in Exhibit H; this Agreement does not import a
tort allocation rule into the contract.

10. LIMITATION OF LIABILITY

No damages exclusion, liability cap, exclusive remedy, agreed amount,
insurance offset, attorney-fee right, injunction, specific-performance term,
or bond waiver is created unless Exhibit H states the selected term and its
scope after transaction-specific current-law review.

11. INTELLECTUAL PROPERTY

11.1 Seller's Intellectual Property

All Intellectual Property owned by Seller prior to this Agreement or developed independently by Seller shall remain Seller's sole property. Nothing herein grants Buyer any ownership rights in Seller's Intellectual Property.

11.2 Buyer's Intellectual Property

All Intellectual Property owned by Buyer prior to this Agreement or provided by Buyer to Seller shall remain Buyer's sole property. Seller shall not use Buyer's Intellectual Property except as necessary to fulfill Purchase Orders.

11.3 Custom Goods

For Goods manufactured to Buyer's specifications or designs:
(a) Buyer grants Seller a limited, non-exclusive license to use Buyer's specifications solely to manufacture the Goods under this Agreement;
(b) Buyer retains ownership of all custom designs, tooling, molds, and dies paid for by Buyer;
(c) Any Buyer risk allocation for claims arising from Buyer specifications is
stated only in Exhibit H;
(d) Seller shall not manufacture Goods using Buyer's specifications for any third party without Buyer's prior written consent.

11.4 IP Infringement Defense

Exhibit F shall select any investigation, defense, license, modification,
replacement, return, refund, suspension, or other response to a third-party
intellectual-property allegation. This heading creates none automatically.

12. CONFIDENTIALITY

12.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party to the other, whether in writing, orally, or through observation, including business plans, pricing, customer lists, technical data, trade secrets, manufacturing processes, financial information, and the terms of this Agreement.

12.2 Obligations

Each Party shall:
(a) Protect Confidential Information using at least the same degree of care as its own confidential information, but no less than reasonable care;
(b) Use Confidential Information only for purposes of performing obligations under this Agreement;
(c) Disclose only to employees, officers, and contractors with a need to know who are bound by written confidentiality obligations at least as protective as this Section 12;
(d) Not reverse engineer, disassemble, or decompile any Goods, samples, or prototypes provided by the other Party.

12.3 Exclusions

Confidential Information does not include information that:
(a) Is or becomes publicly available without breach of this Agreement;
(b) Was known to the receiving Party prior to disclosure, as evidenced by written records;
(c) Is independently developed without use of or reference to Confidential Information;
(d) Is rightfully obtained from a third party without restriction on disclosure.

12.4 Special Legal Status and Worker Notice Gate

Exhibit F shall identify any information claimed to have trade-secret,
privileged, regulated, personal-data, export-controlled, government, or other
special status; the facts supporting that status; the permitted use and
recipient rules; and any current worker, contractor, whistleblower, or immunity
notice that qualified counsel approves. This Agreement supplies no statutory
status or notice text.

12.5 Required Disclosures

If compelled to disclose Confidential Information by law, regulation, or court order, the receiving Party shall: (a) provide prompt written notice to the disclosing Party (where legally permitted); (b) cooperate with the disclosing Party's efforts to obtain protective treatment; and (c) disclose only the minimum amount required.

12.6 Return of Materials

Upon termination of this Agreement or upon request, each Party shall promptly return or destroy all Confidential Information of the other Party, except for one archival copy retained solely for compliance and legal purposes.

13. DEFAULT AND REMEDIES

13.1 Events of Default

The following constitute events of default:
(a) Failure to pay any amount when due, not cured within [10] days of written notice;
(b) Material breach of any representation, warranty, or covenant, not cured within [30] days of written notice (or such longer period as reasonably required if cure cannot be completed within 30 days and the breaching Party is diligently pursuing cure);
(c) A financial-distress event specifically defined and approved in Exhibit H
after bankruptcy, insolvency, counterparty, and current-law review;
(d) Cessation of the operations identified in Exhibit H;
(e) Any representation or warranty proving to have been materially false when made.

13.2 Remedies

Upon an event of default, the non-defaulting Party may:
(a) Suspend performance under this Agreement and all outstanding Purchase Orders;
(b) Terminate this Agreement and/or affected Purchase Orders pursuant to Section 14;
(c) Recover amounts independently established as due under the Agreement;
(d) Exercise the remedy, mitigation, notice, and evidence process selected in Exhibit H;
(e) Seek only relief supported by the completed dispute schedule and current law.

13.3 Performance-Assurance Process

Exhibit H shall define any insecurity trigger, written demand, requested
assurance, response period, suspension scope, cure, and consequence. This
heading creates no statutory or automatic right.

13.4 Substitute-Purchase and Mitigation Process

Exhibit H shall state any substitute-purchase right, notice, timing, mitigation,
calculation, evidence, and interaction with other remedies.

13.5 Seller Resale and Inventory Process

Exhibit H shall state any resale, storage, finishing, disposition, notice,
mitigation, calculation, and evidence process for affected inventory.

13.6 Cumulative Remedies

Exhibit H shall state whether selected remedies are cumulative, exclusive,
alternative, conditional, or subject to an election. No result is presumed.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the Effective Date and continues for an initial term of [1/2/3] year(s) (the "Initial Term"), unless earlier terminated. Thereafter, this Agreement shall automatically renew for successive [1]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [60/90] days before the end of the then-current term.

14.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon [90/180] days' prior written notice to the other Party.

14.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) Commits a material breach that is not cured within the applicable cure period set forth in Section 13.1;
(b) Experiences a financial-distress event defined in Exhibit H that counsel
has approved after bankruptcy and insolvency review.

14.4 Effect of Termination

Upon termination:
(a) All outstanding Purchase Orders accepted prior to termination remain binding unless the Parties mutually agree otherwise;
(b) Buyer shall pay for all Goods delivered and accepted prior to termination;
(c) Each Party shall return the other's Confidential Information pursuant to Section 12.7;
(d) The following Sections survive termination: 2 (Definitions), 7 (Warranties), 9 (Indemnification), 10 (Limitation of Liability), 11 (Intellectual Property), 12 (Confidentiality), 13 (Default and Remedies — as to accrued obligations), 15 (Dispute Resolution), and 16 (General Provisions).

15. DISPUTE RESOLUTION

15.1 Governing Law

The Parties select ☐ Colorado ☐ other: [________] only after Exhibit H
records the parties, Goods, locations, delivery, performance, public-policy,
consumer, cross-border, and conflict-of-laws analysis and counsel approval.

15.2 Negotiation

Before initiating formal dispute resolution, the Parties shall attempt to resolve any dispute through good-faith negotiation between senior management representatives for at least [30] days following written notice of the dispute.

15.3 Mediation

If negotiation fails, the Parties use the mediation provider, location,
selection, timing, confidentiality, cost, and participation terms in Exhibit H.

15.4 Arbitration OR Litigation

☐ ARBITRATION ADDENDUM: Use only the signed addendum identified in
Exhibit H, including provider, rules, seat, venue, arbitrator selection,
interim relief, discovery, confidentiality, fees, remedies, award, judgment,
appeal, and governing-law terms.

☐ LITIGATION: The selected court system, county or district, jurisdictional
basis, venue basis, service route, and current-law review are stated in Exhibit H.

15.5 Jury Waiver

No jury waiver applies unless Exhibit H contains counsel-approved wording,
scope, conspicuous placement, assent evidence, and current-law analysis.

15.6 Injunctive Relief

Any interim, emergency, equitable, or no-bond relief is selected only in
Exhibit H with its forum, standard, notice, security, scope, and current-law review.

15.7 Attorneys' Fees

No attorney-fee, expert-fee, or cost-shifting term applies unless selected in Exhibit H.

15.8 Claim-Calendar Review

Exhibit H shall record each claim, accrual rule, statutory or contractual
period, permitted modification, notice or cure event, tolling issue, and
outside date. This Agreement states no universal period.

16. GENERAL PROVISIONS

16.1 Notices

Exhibit H shall state each notice type, sender and recipient, exact address,
permitted method, dispatch evidence, receipt event, effective-time rule, time
zone, failed-delivery process, and any nonwaivable method.

16.2 Force Majeure

Exhibit H shall identify covered events, excluded events, affected duties,
notice, evidence, mitigation, allocation, priority, substitute supply,
termination, payment, inventory, and resumption terms. No excuse or liability
result arises merely from the definition.

16.3 Assignment

Assignment, delegation, change-of-control, affiliate, merger, financing,
consent, notice, and consequence terms are selected in Exhibit H. This section
does not declare a transfer void or effective against third parties.

16.4 Independent Contractors

The Parties are independent contractors. Nothing herein creates an employment, partnership, joint venture, or agency relationship between the Parties.

16.5 No Third-Party Beneficiaries

Intended and excluded third-party rights, if any, are identified in Exhibit H
after product, indemnity, insurance, customer, and current-law review.

16.6 Waiver

The Parties intend a waiver to be documented by the authorized Party in a
writing identifying its scope and duration. Counsel shall review the effect of
conduct, delay, partial performance, and repeated practice.

16.7 Severability

Exhibit H shall state the Parties' severability and reformation intent without
promising that a tribunal may or will rewrite any term.

16.8 Entire Agreement

This Agreement, together with all Exhibits and accepted Purchase Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether oral or written.

16.9 Amendment

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No course of dealing between the Parties shall operate as a modification.

16.10 Counterparts and Electronic Signatures

Exhibit H shall identify the approved signature method, signer authority,
authentication evidence, counterpart assembly, delivery, retention, and any
transaction excluded from an electronic route. This Agreement does not declare
an electronic signature or copy legally effective.

16.11 Construction

(a) Headings are for convenience only and shall not affect interpretation.
(b) "Including" means "including without limitation."
(c) Drafting history and negotiated changes are recorded in Exhibit H.
(d) Any external authority is identified by current version in Exhibit H.
(e) Calendar and Business Days use the completed Exhibit A calendar.

16.12 Good Faith

Each Party promises to act honestly and cooperate in the agreed Order,
quality, change, delivery, product-issue, and mitigation processes. This is a
contractual promise, not a summary of a statute.

16.13 Transaction Compliance Schedule

Exhibit G shall identify the actual product, conduct, claims, customer,
channel, jurisdiction, and current competition, consumer, advertising,
labeling, sales, and other compliance requirements. This section creates no
claim, violation, remedy, or waiver.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Master Sale of Goods Agreement as of the Effective Date.

Optional separately approved terms and initials: [________________________________]

EXHIBIT A — GOODS SPECIFICATIONS

Quality Standards: [ISO 9001 / AS9100 / other applicable standard]

Packaging Requirements: [DESCRIBE PACKAGING, LABELING, AND MARKING REQUIREMENTS]

EXHIBIT B — PRICE SCHEDULE

Minimum Order Quantity: [X UNITS / $X VALUE]

Price Adjustment Mechanism: [CPI / PPI / Fixed / Other]

EXHIBIT C — PURCHASE ORDER FORM

PURCHASE ORDER NO. [_______]

Reference Agreement Date: [EFFECTIVE DATE OF MASTER AGREEMENT]

Special Instructions: _______________________________________________

EXHIBIT D — DELIVERY, QUALITY, INSPECTION, AND ACCEPTANCE

EXHIBIT E — WARRANTY, SERVICE, PRODUCT ISSUE, AND RECALL

EXHIBIT F — TOOLING, INTELLECTUAL PROPERTY, SOFTWARE, DATA, AND CONFIDENTIALITY

EXHIBIT G — PRODUCT, PARTY, AND TRANSACTION COMPLIANCE

EXHIBIT H — RISK, EXIT, AND DISPUTES

PRE-EXECUTION CHECKLIST

☐ All [PLACEHOLDER] fields completed with accurate information
☐ Appropriate delivery term selected in Section 5.1
☐ Pricing option selected in Section 4.1
☐ Arbitration or Litigation option selected in Section 15.4
☐ Claim-calendar review completed in Exhibit H
☐ Warranty period specified in Section 7.3
☐ Exhibit A (Goods Specifications) completed
☐ Exhibit B (Price Schedule) completed
☐ Exhibit C (Purchase Order Form) customized
☐ Exhibits D through H completed
☐ Any warranty disclaimer separately approved and documented
☐ Any jury waiver separately approved and documented
☐ Current tax classification and documents completed in Exhibit B
☐ Party authority and transaction compliance completed in Exhibit G
☐ All guidance comments removed from final version
☐ Reviewed by Colorado-licensed attorney
☐ Both Parties' authorized signatories confirmed

END OF AGREEMENT