Product Sales Agreement from Manufacturer to wholesaler by bobzepfel


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									                                     SALES AGREEMENT

        This Sales Agreement ("Agreement") is entered into as of                        (the
"Effective Date") by and between                                                       ("Buyer") and


       A.   Manufacturer is engaged in the business of manufacturing and selling

        B. Buyer has been buying these Products as part of its day to day business efforts and
reselling the Products.

       C. Buyer wishes to formalize its agreement with Manufacturer is to insure a continual
and uninterrupted flow of Products.

       In order to accomplish the foregoing, the parties hereto agree as follows:

                                            ARTICLE I

                                    CERTAIN DEFINITIONS

       Certain of the terms referred to in this Agreement shall be defined as set forth in this Article

       1.01 Products. The term "Products" shall mean those items set forth on Exhibit 1
attached hereto ("Product List").

        1.02 Unit Price List. The term "Unit Price List" shall mean the maximum amount the
Buyer will be charged for each unit of the Product purchased from the Seller. The Unit Price list
as of the date of this Agreement consist of those Products set forth on Exhibit 2 attached hereto
(“Unit Price List”).

        1.03 Costs. The term "Costs" shall mean those actual out of pocket expenses included by
the Seller in the production of the products. Explicitly excluded costs are: advertising, office
space, utilities, management, secretarial support, general and administrative costs, and indirect

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                                           ARTICLE II

                                     SALE OF PRODUCTS

        2.01 Sale of Products. The Manufacturer shall sell to the Buyer the Products at a price
equal to the Lessor of the costs (as defined in Article 1.03) plus % or the Unit Price (as
defined in Exhibit 2).

       2.02 Delivery of Products. The Manufacturer shall treat the Buyer as one of its most
valued customers and as such will extend the following:

               A. Guaranteed Delivery. Quoted delivery times will be equal or better than to
any other customers.

                                          ARTICLE III


        3.01 Payment. The Seller shall invoice the Buyer after shipment and the Buyer shall pay
the Seller within 30 days after invoice. Invoice to occur after shipment.

                                          ARTICLE IV


        4.01   Representation of Manufacturer. Manufacturer represents and warrants to Buyer
as follows:

               (a)     Manufacturer is a corporation duly organized, validly existing and in good
       standing under the laws of             . It has full corporate power to carry on its business,
       and is entitled to own, lease, or operate the properties and assets it now owns, leases or
       operates. Manufacturer is qualified to do business, is in good standing and has all
       required and appropriate licenses in each jurisdiction in which Manufacturer does business.

               (b)     Manufacturer has all the requisite right, legal capacity and authority,
       corporate or otherwise, to enter into, deliver, and perform this Agreement and to
       consummate the transactions contemplated herein. This Agreement has been duly and
       validly authorized by all necessary action, corporate or otherwise, which authorizations
       remain in full force and effect, and no other Proceedings are required for the authorization,
       delivery, or performance of this Agreement by manufacturer. This Agreement constitutes
       a legal, valid, and binding obligation of Manufacturer enforceable in accordance with its
       terms against Manufacturer.

               (c)    No authorizations, consents, licenses, or approvals of any Public body of
       authority of          or of any other jurisdiction is necessary for the execution, delivery,
       or performance of this Agreement by Manufacturer.

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               (d)     Neither the execution and delivery of this Agreement, nor consummation
       by Manufactur
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