Free Export Trade Agreement

This Export Trade Agreement (the “Agreement”) is made and entered into on this January 15, 2056 by and between [YOUR COMPANY NAME], a company organized and existing under the laws of the United States, having its principal office at [YOUR COMPANY ADDRESS] (hereinafter referred to as the "Exporter"), and Organivu, a company organized and existing under the laws of California, having its principal office at Bakersfield, CA 93301 (hereinafter referred to as the "Importer").

WHEREAS, the Exporter is engaged in the business of exporting high-quality electronic components, and the Importer is interested in purchasing and importing such products for resale in Germany and neighboring European countries; and

WHEREAS, the parties desire to establish the terms and conditions under which the Exporter will sell and deliver the products to the Importer;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

I. DEFINITIONS

1. Products: Refers to premium electronic components, including microchips and circuit boards as listed in Exhibit A, attached hereto and incorporated by reference.

2. Territory: Refers to the geographical area of Germany and neighboring European countries where the Importer is authorized to sell the Products.

3. Force Majeure: Events beyond the reasonable control of a party, including but not limited to natural disasters, acts of government, war, or labor strikes, which prevent the fulfillment of contractual obligations.

4. Incoterms: Refers to the International Commercial Terms published by the International Chamber of Commerce, applicable as of the date of this Agreement.

II. TERM OF AGREEMENT

This Agreement shall commence on February 1, 2056 and shall remain in effect until January 31, 2061, unless terminated earlier in accordance with Section IX (Termination).

III. PRODUCTS AND PRICING

1. The Exporter agrees to supply and the Importer agrees to purchase the Products as specified in Exhibit A.

2. Prices for the Products shall be as stated in Exhibit B. All prices are USD and are exclusive of taxes, duties, and shipping costs.

3. Any price adjustments must be agreed upon in writing by both parties.

IV. PAYMENT TERMS

1. Payment shall be made via wire transfer to the Exporter’s designated account as follows:

   • 30% advance payment upon signing the Agreement.

   • Balance payment upon delivery.

2. All payments shall be made in USD.

3. Late payments will incur an interest of 2% per month.

V. DELIVERY AND SHIPPING

1. The Exporter shall deliver the Products by sea freight to Hamburg Port, Germany, as per Incoterms FOB (Free on Board).

2. The estimated delivery schedule is provided in Exhibit C. Any delays shall be communicated promptly.

3. Risk of loss and title transfer shall occur as per the agreed Incoterm.

VI. QUALITY AND INSPECTION

1. The Exporter warrants that the Products shall conform to the specifications detailed in Exhibit A.

2. The Importer may inspect the Products upon receipt and must notify the Exporter of any defects within 15 days.

3. Defective Products, if any, shall be replaced or repaired at the Exporter’s discretion.

VII. CONFIDENTIALITY

1. Both parties agree to maintain the confidentiality of all trade, financial, and technical information disclosed under this Agreement.

2. This obligation shall survive the termination of this Agreement for a period of 5 years.

VIII. FORCE MAJEURE

Neither party shall be liable for delays or non-performance caused by Force Majeure. The affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact of such events.

IX. TERMINATION

1. Either party may terminate this Agreement with 60 days’ written notice.

2. Immediate termination may occur if:

   • A party breaches a material obligation and fails to remedy it within 30 days.

   • A party becomes insolvent or files for bankruptcy.

3. Upon termination, all outstanding payments and obligations shall be settled within 45 days.

X. GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement shall be governed by the laws of California.

2. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in Bakersfield, California.

XI. MISCELLANEOUS

1. Amendments: This Agreement may only be modified in writing, signed by both parties.

2. Entire Agreement: This document constitutes the entire agreement between the parties and supersedes any prior agreements.

3. Notices: All notices under this Agreement shall be sent to the addresses listed above, via registered mail.

XII. SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[YOUR NAME], Director of Sales
[YOUR COMPANY NAME]
Date: January 15, 2056

Houston Smith, Procurement Manager
Organivu
Date: January 15, 2056

EXHIBITS:

• Exhibit A: Product Specifications

• Exhibit B: Pricing Details

• Exhibit C: Delivery Schedule

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