MASTER SALE OF GOODS AGREEMENT

(New York 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 New York Uniform Commercial Code Article 2 (N.Y. U.C.C. Sections 2-101 to 2-725).

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 New York 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. N.Y. U.C.C. Section 2-207 (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 N.Y. U.C.C. Sections 2-319 to 2-324.

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 N.Y. U.C.C. Section 2-513. 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 New York General Obligations Law Section 5-501 and Banking Law Section 14-a (currently 16% per annum for most commercial transactions).

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. N.Y. U.C.C. Section 2-312.
(c) Merchantability and Fitness - Goods shall be merchantable (N.Y. U.C.C. Section 2-314) and fit for Buyer's particular purpose (N.Y. U.C.C. Section 2-315) as disclosed in writing to Seller.

5.3 Disclaimer

TO THE EXTENT PERMITTED BY NEW YORK LAW AND N.Y. U.C.C. SECTION 2-316, 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 export control and sanctions regulations.

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 applicable New York common law and the Defend Trade Secrets Act (18 U.S.C. Section 1836 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 (N.Y. U.C.C. Section 2-609), 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 (N.Y. U.C.C. Section 2-712), 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.

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.

Indemnification governed by New York General Obligations Law Section 5-322.1 where applicable to construction-related services.

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 NEW YORK 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. N.Y. U.C.C. Sections 2-718, 2-719.

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], New York.

9.3 Governing Law

This Agreement and any dispute hereunder shall be governed by and construed in accordance with the New York Uniform Commercial Code and the laws of the State of New York, without regard to its conflict-of-laws rules. Pursuant to N.Y. Gen. Oblig. Law Section 5-1401, the parties agree that New York law shall govern this Agreement notwithstanding that the transaction may have contacts with other jurisdictions.

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 [New York County (Manhattan) / Kings County / Westchester County], New York.

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 New York Electronic Signatures and Records Act (N.Y. State Tech. Law Section 301 et seq.).

10.7 Notices

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

10.8 Construction

This Agreement shall be interpreted without application of rules of construction that favor or disfavor any party as the drafter.

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.]