Free Trading Terms Agreement

I. PARTIES

1.1 Seller: [Your Company Name], a corporation, with its principal place of business at [Your Company Address].

1.2 Buyer: Prosfactory, a corporation, with its principal place of business at Pembroke Pines, FL 33028.

II. DEFINITIONS

2.1 “Goods” means the widgets, gadgets, and doohickeys described on the Purchase Order.

2.2 “Purchase Order” means the written purchase order issued by Buyer to Seller.

2.3 “Delivery Date” means the date specified on the Purchase Order for delivery of the Goods.

III. TERMS OF SALE

3.1 Price: The price for the Goods shall be as set forth on the Purchase Order.

3.2 Payment Terms: Payment shall be made by wire transfer, net 30 days.

3.3 Delivery:

• FOB Destination: Seller shall deliver the Goods to Buyer’s warehouse in Anytown, CA, freight prepaid.

• FOB Shipping Point: Buyer shall be responsible for all transportation costs and risks of loss or damage to the Goods from the point of shipment.

3.4 Risk of Loss: The risk of loss or damage to the Goods shall pass to Buyer upon delivery to the carrier.

3.5 Title: Title to the Goods shall pass to Buyer upon full payment of the purchase price.

IV. WARRANTY

4.1 Warranty: Seller warrants that the Goods will conform to the specifications set forth on the Purchase Order and will be free from defects in materials and workmanship for a period of one year.

4.2 Remedies: In the event of any breach of warranty, Buyer shall notify Seller in writing within 10 days of discovery of the defect. Seller shall, at its option, repair or replace defective Goods or refund the purchase price.

V. INDEMNIFICATION

5.1 Indemnification: Seller shall indemnify and hold harmless Buyer from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with the Goods, except to the extent caused by Buyer’s negligence or willful misconduct.  

VI. LIMITATION OF LIABILITY

6.1 Limitation of Liability: In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages, including, without limitation, loss of profits, loss of revenue, loss of business opportunity, or loss of goodwill, arising out of or in connection with this Agreement, regardless of whether such damages are based on contract, tort, negligence, strict liability, or any other legal theory.  

VII. FORCE MAJEURE

7.1 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, civil disturbances, labor disputes, fires, floods, earthquakes, epidemics, pandemics, and government actions.  

VIII. GOVERNING LAW

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

IX. ENTIRE AGREEMENT

9.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.  

X. MODIFICATION

10.1 Modification: Any modification or amendment to this Agreement must be in writing and signed by both parties.

XI. NOTICES

11.1 Notices: All notices required or permitted under this Agreement shall be in writing and sent by certified mail, return receipt requested, or by overnight courier to the addresses set forth above.  

XII. SEVERABILITY

12.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.  

XIII. ASSIGNMENT

13.1 Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.  

XIV. SURVIVAL

14.1 Survival: The provisions of Sections II to XIII shall survive the termination or expiration of this Agreement.

XV. COUNTERPARTS

15.1 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st day of January, 2061.  

[Your Company Name]

By: ________________________________

[Your Name], Owner

Prosfactory

By: ________________________________

Jarrett Bailey, CEO

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