Master Sale of Goods Agreement - Maine

MASTER SALE OF GOODS AGREEMENT

(Maine UCC Article 2 Compliant)

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

1.1 Parties

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

SELLER:
[SELLER LEGAL NAME], a [STATE OF ORGANIZATION] [corporation/LLC/other]
Principal Place of Business: [ADDRESS]
("Seller")

BUYER:
[BUYER LEGAL NAME], a [STATE OF ORGANIZATION] [corporation/LLC/other]
Principal Place of Business: [ADDRESS]
("Buyer")

Seller and Buyer are each a "Party" and collectively the "Parties."

1.2 Recitals

A. Seller is engaged in the business of manufacturing, distributing, or supplying [DESCRIPTION OF GOODS] (the "Goods").

B. Buyer desires to purchase, and Seller desires to sell, certain Goods pursuant to the terms and conditions set forth herein.

C. This Agreement is intended to govern all purchases of Goods by Buyer from Seller and shall be construed in accordance with the Uniform Commercial Code as adopted in Maine (11 M.R.S. § 1-101 et seq.) ("Maine UCC").

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for 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, the following capitalized terms have the meanings set forth below:

"Acceptance" – Buyer's acceptance of Goods pursuant to 11 M.R.S. § 2-606.

"Applicable Law" – All federal, state, and local laws, statutes, regulations, ordinances, and rules applicable to the manufacture, sale, distribution, or use of the Goods, including the Maine UCC, the Maine Unfair Trade Practices Act (5 M.R.S. § 205-A et seq.), and all applicable product safety laws.

"Business Day" – Any day other than Saturday, Sunday, or a day on which banks in Maine are authorized or required to close.

"Conforming Goods" – Goods that conform to the Specifications, applicable Purchase Order, and all warranties under this Agreement.

"Defective Goods" – Goods that do not conform to the Specifications, applicable Purchase Order, or the warranties set forth in Section 7.

"Delivery Date" – The date on which Goods are to be delivered as specified in the applicable Purchase Order.

"F.O.B." – Free on Board, as defined in 11 M.R.S. § 2-319.

"Goods" – The products, materials, equipment, or other tangible personal property described in the applicable Purchase Order or Exhibit A.

"Maine UCC" – The Uniform Commercial Code as adopted in Maine, 11 M.R.S. § 1-101 et seq.

"Purchase Order" – A written order issued by Buyer to Seller for the purchase of Goods, substantially in the form attached as Exhibit B.

"Specifications" – The technical specifications, drawings, samples, and quality standards for the Goods set forth in Exhibit A or the applicable Purchase Order.

3. PURCHASE AND SALE; ORDER PROCESS

3.1 Master Agreement

This Agreement establishes the general terms and conditions governing Buyer's purchase of Goods from Seller. Individual transactions shall be effected through Purchase Orders issued under this Agreement.

3.2 Purchase Orders

(a) Issuance. Buyer may submit Purchase Orders to Seller from time to time during the Term. Each Purchase Order shall specify: (i) the Goods ordered, (ii) quantity, (iii) price, (iv) requested Delivery Date, (v) shipping instructions and destination, and (vi) any special terms.

(b) Acceptance. Seller shall accept or reject each Purchase Order in writing within [FIVE (5)] Business Days after receipt. Failure to respond within such period constitutes acceptance. Seller may reject a Purchase Order only for reasons of inability to supply, credit concerns, or material deviation from this Agreement.

(c) Firm Orders. Once accepted, a Purchase Order may not be cancelled or modified except by mutual written agreement.

3.3 Battle of the Forms (11 M.R.S. § 2-207)

(a) Precedence of Agreement. This Agreement governs all purchases of Goods hereunder. Any additional or different terms in Seller's acknowledgment, invoice, or other form are expressly rejected and shall not become part of the contract unless separately agreed in writing.

(b) Buyer Forms. Any additional or different terms in Buyer's Purchase Order that materially alter this Agreement are hereby objected to by Seller and shall not become part of the contract unless separately agreed in writing.

(c) Integration. Pursuant to 11 M.R.S. § 2-207(3), if the writings of the Parties do not establish a contract but conduct by both Parties recognizes the existence of a contract, the terms shall consist of those terms on which the writings agree, together with any supplementary terms incorporated under Maine UCC.

3.4 Forecasts and Quantity

(a) Non-Binding Forecasts. Any forecasts, projections, or estimates provided by Buyer are for planning purposes only and do not constitute commitments to purchase.

(b) Requirements Contract (Optional). ☐ Check if applicable: Buyer agrees to purchase [all / ___% of] its requirements for the Goods exclusively from Seller during the Term, subject to 11 M.R.S. § 2-306(1), which requires good faith and imposes obligations not unreasonably disproportionate to stated estimates.

4. PRICE AND PAYMENT TERMS

4.1 Price

(a) Contract Price. Buyer shall pay the prices set forth in Exhibit A or the applicable Purchase Order (the "Contract Price"). Unless otherwise specified, prices are in United States Dollars and include standard packaging but exclude taxes, duties, and shipping costs.

(b) Price Adjustments. Seller may adjust prices upon [SIXTY (60)] days' prior written notice, effective for Purchase Orders submitted after the notice period. Buyer may terminate this Agreement without penalty if a price increase exceeds [___]% in any twelve-month period.

4.2 Invoicing and Payment

(a) Invoices. Seller shall submit invoices upon shipment of Goods. Each invoice shall reference the applicable Purchase Order number.

(b) Payment Terms. Unless otherwise agreed, payment is due net [THIRTY (30)] days from invoice date.

(c) Late Payment Interest. Overdue amounts shall bear interest at the rate of [___]% per annum or the maximum rate permitted under Maine law (not to exceed 15% per annum per 9-B M.R.S. § 432), whichever is less, calculated from the due date until paid.

(d) Disputed Invoices. Buyer shall notify Seller in writing of any disputed amounts within [TEN (10)] days of invoice receipt, specifying the nature of the dispute. Undisputed amounts remain due as scheduled.

4.3 Taxes

(a) Buyer shall pay all sales, use, excise, value-added, and similar taxes applicable to the sale of Goods, excluding taxes based on Seller's income.

(b) If Buyer claims exemption from any tax, Buyer shall provide valid exemption certificates upon request.

4.4 Set-Off

Buyer may set off against amounts owed to Seller any undisputed amounts owed by Seller to Buyer, provided Buyer gives [TEN (10)] days' prior written notice.

5. DELIVERY; TITLE AND RISK OF LOSS

5.1 Delivery Terms

(a) Shipping Point. Unless otherwise specified in the Purchase Order, delivery shall be F.O.B. [ORIGIN / DESTINATION] (11 M.R.S. § 2-319).

(b) Carrier. Seller shall ship Goods via [BUYER-DESIGNATED CARRIER / Seller's standard carrier]. Shipping costs shall be paid by [BUYER / SELLER].

(c) Delivery Schedule. Time is of the essence. Seller shall deliver Goods on or before the Delivery Date. If Seller anticipates delay, Seller shall promptly notify Buyer and propose a revised schedule.

5.2 Title and Risk of Loss

(a) F.O.B. Origin. If delivery is F.O.B. Seller's facility, title and risk of loss pass to Buyer upon delivery to the carrier (11 M.R.S. § 2-509(1)(a)).

(b) F.O.B. Destination. If delivery is F.O.B. Buyer's facility, title and risk of loss pass to Buyer upon tender of delivery at the destination (11 M.R.S. § 2-509(1)(b)).

(c) Retention of Security Interest. Notwithstanding passage of title, Seller retains a purchase money security interest in the Goods until payment in full (11 M.R.S. § 2-401(1)).

5.3 Shipping Documentation

Seller shall provide with each shipment: (i) packing list, (ii) bill of lading, (iii) certificate of conformance (if required), and (iv) any certificates of origin or other documentation required for Buyer's use or import/export.

5.4 Late Delivery

(a) Notification. Seller shall notify Buyer immediately if Seller becomes aware that delivery will be delayed.

(b) Buyer's Options. If Seller fails to deliver by the Delivery Date, Buyer may: (i) extend the Delivery Date in writing; (ii) cancel the Purchase Order without liability; or (iii) procure substitute goods from a third party and recover the cost difference from Seller ("Cover" under 11 M.R.S. § 2-712).

6. INSPECTION AND ACCEPTANCE

6.1 Right to Inspect

Buyer shall have a reasonable opportunity to inspect the Goods upon delivery (11 M.R.S. § 2-513). Payment before inspection does not constitute Acceptance or impair Buyer's right to reject.

6.2 Acceptance

Acceptance occurs when Buyer: (i) expressly signifies acceptance after inspection; (ii) fails to make effective rejection within a reasonable time after delivery; or (iii) does any act inconsistent with Seller's ownership (11 M.R.S. § 2-606).

6.3 Rejection

(a) Nonconforming Goods. Buyer may reject any Goods that fail in any respect to conform to the contract (11 M.R.S. § 2-601, "perfect tender rule").

(b) Notice of Rejection. Rejection must be made within a reasonable time after delivery and before Acceptance, and Buyer must seasonably notify Seller of the rejection (11 M.R.S. § 2-602(1)).

(c) Particularity Requirement. If rejection is based on defects ascertainable by reasonable inspection, Buyer shall state the specific defects (11 M.R.S. § 2-605).

6.4 Cure

If Seller delivers Defective Goods and the time for performance has not yet expired, Seller may cure by giving notice of intent to cure and making conforming delivery within the contract time (11 M.R.S. § 2-508(1)). If the time for performance has expired, Seller may have a further reasonable time to cure if Seller had reasonable grounds to believe the tender would be acceptable (11 M.R.S. § 2-508(2)).

6.5 Revocation of Acceptance

Buyer may revoke Acceptance of nonconforming Goods whose nonconformity substantially impairs value to Buyer if: (i) Acceptance was induced by difficulty of discovery or Seller's assurances; or (ii) Acceptance was reasonably induced by difficulty of discovery and the nonconformity was not discovered before Acceptance (11 M.R.S. § 2-608).

6.6 Disposition of Rejected Goods

(a) Buyer's Duties. Buyer shall hold rejected Goods with reasonable care for a time sufficient to permit Seller to remove them (11 M.R.S. § 2-602(2)(b)).

(b) Seller's Instructions. Seller shall provide disposition instructions within [TEN (10)] days of notice of rejection. If Seller fails to provide instructions, Buyer may: (i) store for Seller's account; (ii) reship to Seller; or (iii) resell for Seller's account (11 M.R.S. § 2-604).

7. WARRANTIES

7.1 Express Warranties

Seller expressly warrants that all Goods shall:

(a) Conform to the Specifications and applicable Purchase Order;

(b) Be free from defects in materials and workmanship;

(c) Be merchantable and fit for their ordinary purpose (11 M.R.S. § 2-314);

(d) Be fit for Buyer's particular purpose if Seller has reason to know such purpose and Buyer is relying on Seller's skill or judgment (11 M.R.S. § 2-315);

(e) Be free from any lien, security interest, or encumbrance (11 M.R.S. § 2-312);

(f) Not infringe any patent, trademark, copyright, or other intellectual property right of any third party;

(g) Comply with all Applicable Law, including product safety and labeling requirements; and

(h) Be new and unused (unless otherwise specified).

7.2 Warranty Period

The warranties set forth in Section 7.1 shall continue for [ONE (1) YEAR / ___] from the date of delivery or, if longer, the period stated in the Specifications.

7.3 Warranty Remedies

If any Goods fail to conform to the warranties during the Warranty Period, Buyer may, at its option: (i) require Seller to repair the Goods; (ii) require Seller to replace the Goods; or (iii) obtain a refund of the Contract Price. All repair, replacement, or refund costs (including shipping and handling) shall be borne by Seller.

7.4 Disclaimer of Implied Warranties (Optional)

☐ Check if Seller disclaims implied warranties (requires conspicuous language per 11 M.R.S. § 2-316):

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER IS CONSPICUOUS.

7.5 Warranty Pass-Through

Seller hereby assigns to Buyer all manufacturer warranties for components or materials incorporated into the Goods, to the extent assignable.

8. LIMITATION OF REMEDIES AND LIABILITY

8.1 Exclusive Remedies

Except as otherwise provided herein, Buyer's exclusive remedies for breach of warranty are those set forth in Section 7.3. If these exclusive remedies fail of their essential purpose, Buyer may pursue any remedy available under the Maine UCC (11 M.R.S. § 2-719(2)).

8.2 Limitation of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

Exception: This limitation shall not apply to: (i) Seller's indemnification obligations under Section 9; (ii) personal injury or death caused by Seller's negligence; (iii) Seller's gross negligence or willful misconduct; or (iv) claims that cannot be limited by law.

8.3 Cap on Liability

Except for the exceptions stated in Section 8.2, Seller's total cumulative liability arising out of or relating to this Agreement shall not exceed [THE GREATER OF: (i) THE CONTRACT PRICE PAID FOR THE GOODS GIVING RISE TO THE CLAIM; OR (ii) $[___]].

8.4 Statute of Limitations

Any action for breach of contract must be commenced within [FOUR (4)] years after the cause of action accrues (11 M.R.S. § 2-725), unless the Parties agree in writing to reduce the period to not less than one year.

9. INDEMNIFICATION

9.1 Seller's Indemnification

Seller shall defend, indemnify, and hold harmless Buyer, its officers, directors, employees, agents, and affiliates from and against any and all claims, actions, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any breach of this Agreement by Seller;

(b) Defective Goods, including product liability claims;

(c) Any claim that the Goods infringe any intellectual property right of a third party;

(d) Seller's violation of Applicable Law; or

(e) The negligence, gross negligence, or willful misconduct of Seller or its employees, agents, or subcontractors.

9.2 Buyer's Indemnification

Buyer shall defend, indemnify, and hold harmless Seller, its officers, directors, employees, agents, and affiliates from and against any and all claims, actions, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any breach of this Agreement by Buyer;

(b) Buyer's modification of the Goods after delivery (except as authorized by Seller);

(c) Buyer's use of the Goods in a manner not contemplated by this Agreement or the Specifications; or

(d) The negligence, gross negligence, or willful misconduct of Buyer or its employees or agents.

9.3 Indemnification Procedure

The indemnified Party shall: (i) promptly notify the indemnifying Party of any claim; (ii) allow the indemnifying Party to control the defense and settlement; and (iii) cooperate with the defense. The indemnifying Party shall not settle any claim without the indemnified Party's prior written consent if the settlement imposes any obligation or liability on the indemnified Party.

10. INTELLECTUAL PROPERTY

10.1 Pre-Existing IP

Each Party retains all right, title, and interest in its pre-existing intellectual property.

10.2 Custom Goods

If Seller manufactures Goods to Buyer's specifications or designs, Buyer owns all intellectual property in such specifications or designs. Seller shall not use Buyer's specifications or designs for any purpose other than fulfilling Purchase Orders hereunder.

10.3 Infringement Claims

If any Goods are alleged or held to infringe a third party's intellectual property rights, Seller shall, at its sole expense: (i) procure for Buyer the right to continue using the Goods; (ii) modify the Goods to make them non-infringing; (iii) replace the Goods with non-infringing equivalents; or (iv) refund the Contract Price and accept return of the Goods.

11. CONFIDENTIALITY

11.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party, including technical data, trade secrets, business plans, pricing, customer lists, and Specifications. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was known to the receiving Party before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained from a third party.

11.2 Obligations

The receiving Party shall: (i) use Confidential Information solely for the purpose of this Agreement; (ii) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information except to employees or agents with a need to know.

11.3 Trade Secrets

The Parties acknowledge that certain Confidential Information may constitute trade secrets under the Maine Uniform Trade Secrets Act (10 M.R.S. § 1541 et seq.). Misappropriation of trade secrets may result in injunctive relief and damages under that Act.

11.4 Duration

Confidentiality obligations survive termination of this Agreement for [THREE (3)] years, except that trade secrets shall be protected indefinitely as long as they remain trade secrets.

12. REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations

Each Party represents and warrants to the other that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) It has full power and authority to enter into and perform this Agreement;

(c) The execution, delivery, and performance of this Agreement have been duly authorized;

(d) This Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms; and

(e) The execution and performance of this Agreement do not violate any law, regulation, or agreement by which it is bound.

12.2 Seller's Additional Representations

Seller additionally represents and warrants that:

(a) Seller has all licenses, permits, and authorizations necessary to manufacture and sell the Goods;

(b) The Goods will be manufactured in compliance with all Applicable Law, including environmental, health, and safety laws;

(c) Seller has not been debarred or suspended from doing business with any government entity; and

(d) No undisclosed liens, claims, or encumbrances exist on the Goods.

12.3 Survival

The representations and warranties in this Section 12 shall survive the execution and delivery of this Agreement and each Purchase Order.

13. COVENANTS

13.1 Seller's Covenants

Seller covenants that during the Term:

(a) Seller shall maintain all licenses and permits necessary to manufacture and sell the Goods;

(b) Seller shall maintain quality control and quality assurance programs consistent with industry standards;

(c) Seller shall promptly notify Buyer of any product recalls, safety alerts, or regulatory actions affecting the Goods;

(d) Seller shall maintain books and records relating to the Goods and make them available for Buyer's inspection upon reasonable notice; and

(e) Seller shall maintain product liability insurance with limits of not less than $[___] per occurrence and $[___] aggregate, naming Buyer as an additional insured.

13.2 Buyer's Covenants

Buyer covenants that during the Term:

(a) Buyer shall provide reasonable forecasts and information to assist Seller's production planning;

(b) Buyer shall pay all undisputed invoices when due; and

(c) Buyer shall use the Goods only for their intended purpose.

14. DEFAULT AND REMEDIES

14.1 Events of Default

The following constitute Events of Default:

(a) Failure to pay any undisputed amount when due and such failure continues for [TEN (10)] days after written notice;

(b) Material breach of any representation, warranty, or covenant that is not cured within [THIRTY (30)] days after written notice;

(c) Delivery of Defective Goods and failure to cure under Section 6.4;

(d) Filing of a voluntary bankruptcy petition or commencement of insolvency proceedings;

(e) Appointment of a receiver for a substantial portion of a Party's assets; or

(f) Failure to provide adequate assurance of performance when demanded under 11 M.R.S. § 2-609.

14.2 Adequate Assurance of Performance

When reasonable grounds for insecurity arise with respect to either Party's performance, the other Party may demand adequate assurance of due performance in writing and, until such assurance is received, may suspend any performance for which return has not been received (11 M.R.S. § 2-609).

14.3 Remedies

Upon an Event of Default, the non-defaulting Party may:

(a) Suspend performance under this Agreement;

(b) Cancel any or all outstanding Purchase Orders;

(c) Terminate this Agreement;

(d) Pursue any remedy available under the Maine UCC, including:

• Buyer's remedies: Cover (§ 2-712), damages (§ 2-713), specific performance (§ 2-716), replevin (§ 2-716), or resale (§ 2-706);
• Seller's remedies: Withhold delivery (§ 2-703), stop delivery in transit (§ 2-705), resale (§ 2-706), damages (§ 2-708), or action for price (§ 2-709);

(e) Exercise any other right or remedy available at law or in equity.

14.4 Cumulative Remedies

All remedies are cumulative and non-exclusive. Exercise of one remedy does not preclude exercise of any other remedy.

14.5 Attorneys' Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

15. TERM AND TERMINATION

15.1 Initial Term

This Agreement commences on the Effective Date and continues for [ONE (1) YEAR / ___] (the "Initial Term"), unless earlier terminated in accordance with this Section 15.

15.2 Renewal

This Agreement shall automatically renew for successive [ONE (1) YEAR] periods (each, a "Renewal Term") unless either Party gives written notice of non-renewal at least [SIXTY (60)] days before the end of the then-current Term.

15.3 Termination for Convenience

Either Party may terminate this Agreement for any reason upon [NINETY (90)] days' prior written notice. Such termination shall not affect Purchase Orders accepted before the termination notice date.

15.4 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party commits an Event of Default that is not cured within the applicable cure period.

15.5 Effect of Termination

Upon termination or expiration:

(a) All outstanding Purchase Orders shall remain in effect and be performed in accordance with their terms, unless specifically cancelled;

(b) Buyer shall pay for all Goods delivered and accepted;

(c) Each Party shall return or destroy the other Party's Confidential Information;

(d) Sections that by their nature should survive (including Sections 7 through 11, 14, 16, and 17) shall survive termination.

16. DISPUTE RESOLUTION

16.1 Governing Law

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Maine, including the Maine UCC (11 M.R.S. § 1-101 et seq.), without regard to conflict of laws principles.

16.2 Forum Selection

The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [CUMBERLAND / ___] County, Maine for any action arising out of or relating to this Agreement.

16.3 Arbitration (Optional)

☐ Check if the Parties elect binding arbitration:

Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the [American Arbitration Association / JAMS] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [PORTLAND, MAINE / ___] before a single arbitrator. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

16.4 Jury Trial Waiver (Optional)

☐ Check if the Parties waive jury trial:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.5 Injunctive Relief

Notwithstanding any arbitration election, either Party may seek temporary, preliminary, or permanent injunctive relief from any court of competent jurisdiction to prevent irreparable harm, without posting bond to the extent permitted by law.

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, including all Exhibits and Purchase Orders, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether oral or written.

17.2 Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

17.3 Assignment

Neither Party may assign this Agreement or any rights hereunder without the other Party's prior written consent, except that either Party may assign to an affiliate or successor by merger, acquisition, or sale of substantially all assets upon written notice. Any attempted assignment in violation of this Section is void.

17.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be modified to the minimum extent necessary to be enforceable.

17.5 Force Majeure

Neither Party shall be liable for delay or failure to perform (except for payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, fire, flood, pandemic, labor disputes, or government action, provided the affected Party: (i) gives prompt notice; (ii) uses commercially reasonable efforts to mitigate; and (iii) resumes performance as soon as practicable. If a Force Majeure Event continues for more than [SIXTY (60)] days, either Party may terminate affected Purchase Orders without liability.

17.6 Notices

All notices shall be in writing and delivered by: (i) personal delivery; (ii) nationally recognized overnight courier; (iii) certified mail, return receipt requested; or (iv) email with confirmation of receipt, to the addresses set forth above (or as later designated). Notice is effective upon receipt.

17.7 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party has any rights hereunder.

17.9 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one instrument. Signatures transmitted electronically (including PDF, DocuSign, or similar platforms) are deemed originals and are valid and binding pursuant to the Maine Uniform Electronic Transactions Act (10 M.R.S. § 9401 et seq.).

17.10 Construction

Headings are for convenience only and do not affect interpretation. The word "including" means "including but not limited to." Both Parties have participated in drafting this Agreement; the rule of construction against the drafter does not apply.

18. EXECUTION BLOCK

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

19. EXHIBITS

Exhibit A – Goods and Specifications

• Description of Goods
• Technical Specifications
• Pricing Schedule
• Quality Standards

Exhibit B – Form of Purchase Order

Exhibit C – Insurance Requirements (if applicable)

Exhibit D – Approved Subcontractors (if applicable)

MAINE UCC PRACTICE NOTES

Battle of the Forms (11 M.R.S. § 2-207): Maine follows the standard UCC approach. Additional terms in acceptance become part of the contract between merchants unless: (i) the offer expressly limits acceptance to its terms; (ii) the additional terms materially alter the contract; or (iii) the offeror objects within a reasonable time.

Implied Warranties: Implied warranties of merchantability (§ 2-314) and fitness for a particular purpose (§ 2-315) apply unless properly disclaimed under § 2-316.

Disclaimer Requirements (11 M.R.S. § 2-316): To exclude implied warranties, disclaimers must be conspicuous. Disclaimer of merchantability must mention "merchantability." Disclaimer of fitness must be in writing.

Statute of Limitations (11 M.R.S. § 2-725): Actions must be brought within four years of breach. Parties may reduce to one year but not extend.

Perfect Tender Rule (11 M.R.S. § 2-601): Buyer may reject if goods fail "in any respect" to conform. Commercial reasonableness applies to installment contracts (§ 2-612).

Interest on Late Payments: Maine allows contractual interest rates up to 15% per annum (9-B M.R.S. § 432). Default statutory rate is 6% (14 M.R.S. § 1602).

Trade Secrets: Maine Uniform Trade Secrets Act (10 M.R.S. § 1541 et seq.) provides remedies including injunctive relief and damages for misappropriation.

Electronic Signatures: Valid under Maine UETA (10 M.R.S. § 9401 et seq.).

☐ All placeholders completed
☐ Maine-licensed counsel review completed
☐ Exhibits attached and initialed

This template is provided for informational purposes only and does not constitute legal advice.