BRIAN KEITH FELDERSTEIN

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Agreement for Sale of Goods Organizational Outline Heading: Parties and Date Recitals 1. Parties a. Legal names (and state of incorporation) b. Trade names 2. Addresses a. Chief executive offices b. Location where notices may be delivered 3. Goods sold a. Description b. Quantity c. If quantity consists of buyer's requirements or seller's output for a specified period, minimum or maximum quantity or allowable variations from estimated quantity d. Manufacturing terms: (1) Seller's duty to manufacture goods according to specifications (2) Delivery of plans or patterns (3) Confidentiality, patent rights, trademarks e. Time for identification of goods to the contract: (1) When seller puts goods in possession of carrier for delivery (2) When buyer receives seller's notice that goods are ready for shipment (3) When buyer receives goods 4. Price a. Determination of price (1) Agreed on later by the parties (2) Determined by one of the parties (3) Determined by reference to competitors, the market, or some other standard (4) Determination of price is a condition precedent to the contract's existence b. Per unit c. Total

CALIFORNIA BAR LICENSE # 281147 | 2240 Encinitas Blvd., Suite: D999 Encinitas, CA 92024

d. Charges included in price, e.g., packaging, shipping, insurance, taxes e. Price discounts f. Price adjustments for increases in costs of, e.g., materials, transportation g. Price protection 5. Delivery terms a. Time for delivery; latest date for delivery b. Tender of payment is a condition for delivery c. Single delivery or delivery in lots d. Size and number of deliveries at seller's option, with all goods to be delivered by given date e. Delivery of all or part of goods as buyer may demand from time to time within specified period f. Delivery terms: F.O.B., F.A.S., C.I.F., C. & F., Ex ship, C.O.D.; modifications of these terms g. Delivery of goods in possession of third party; whether seller may tender delivery through nonnegotiable document of title or written direction to third party to deliver h. Purchased goods to be stored by seller (keep in mind seller's creditors) i. Seller's packaging duties j. Carrier to be used k. Other shipping instructions; effect of delay or failure to furnish instructions l. Effect of delay in shipment m. Specify when title passes: on identification, execution of contract, shipment of goods, delivery at destination, payment, or delivery of document of title n. Specify when buyer acquires a special property in the goods o. Effect of partial or complete destruction of goods: (1) Seller is not excused and must tender substitute goods (2) Seller is not excused but has additional time to deliver (3) Seller is excused unless destruction is due to seller's own negligence p. Force majeure provision q. Time when risk of loss passes; effect of breach on risk of loss r. Procurement of insurance; consequences of failure to procure s. "No arrival, no sale" term, if appropriate; duty of seller and risk of loss under such a term t. Notification of shipment u. Delivery of documents of title v. Seller's reservation of security interest when goods shipped on credit x. Whether substituted methods of delivery will be acceptable y. Sale on approval (1) Terms concerning goods' acceptance and return (2) Agreement regarding risk of loss and passage of title z. Sale or return: terms of goods' return; seller's commitment to repurchase unsold goods 6. Payment a. Manner of payment b. Payment on tender of goods or documents

CALIFORNIA BAR LICENSE # 281147 | 2240 Encinitas Blvd., Suite: D999 Encinitas, CA 92024

c. Whether tender of delivery is a condition for payment d. Credit terms e. Interest on overdue payments f. Payment with each installment g. Prohibition of substituted manner of payment, if substitution will not be acceptable h. Payment by letter of credit (1) Irrevocable unless otherwise specified (2) Bank specified or approved by seller (3) Credit confirmed (4) Time by which credit must be established (5) Amount that letter of credit must cover i. Seller's reservation of security interest in goods until paid 7. Warranties a. Express (1) Limitations on authority of seller's agents to make warranties (2) Specifications for goods incorporated (3) Exclusion or modification of express warranties b. Disclaimer or modification of implied warranties of merchantability and fitness for particular purpose c. Disclaimer or modification of implied warranties through course of performance, course of dealing, or usage of trade d. Sale of goods "as is" and "with all faults" e. Warranty of title f. Warranty against infringement; right to control infringement litigation g. Exclusion or modification of warranties of title and against infringement h. Full warranty versus limited warranty under Magnuson-Moss Warranty—Federal Trade Commission Improvement Act i. Availability of informal dispute settlement mechanism j. Warranties are cumulative unless parties specify otherwise 8. Buyer's acceptance or rejection of goods a. Manner of acceptance b. Partial acceptance; minimum amount required to be accepted c. Inspection by buyer: (1) Time, place, and manner (whether third party may inspect) (2) Whether acceptance of goods or payment is a condition for inspection (3) Intent of parties regarding exclusiveness of place or manner of inspection (4) Whether contract will be voided if there is a failure of the agreed method of inspection d. Notice of rejection: time, grounds e. Rejection only if nonconformity substantial, noncurable f. Buyer's responsibilities regarding rejected goods, e.g., resell, reship, notify seller and await instructions g. Installment contract or unitary contract

CALIFORNIA BAR LICENSE # 281147 | 2240 Encinitas Blvd., Suite: D999 Encinitas, CA 92024

h. Definition of substantial impairment of installment and whole contract i. Acceptance of past-due installment is not waiver j. Whether buyer is restricted from revoking acceptance 9. Seller's performance a. Seller's right to cure defects and make adjustments or repairs b. Seller's right to make accommodation shipment c. Substituted performance d. Seller's right to resell goods; notice of sale; manner of resale 10. Other terms of performance a. Grounds for demanding assurances of performance, e.g., delivery is late by more than a specified number of days, buyer is delinquent in payment by more than a specified number of days b. Type of assurance to be furnished when assurance must be given, e.g., posting of performance bond, deposit in escrow c. Specific events that will excuse performance d. Requirement of notice of claimed excused performance e. Exclusive dealing terms f. Definition of "best efforts" in fulfilling exclusive dealing obligations g. Buyer's representation of solvency 11. Remedies a. Notice of breach; time for giving notice, manner of notice, receipt b. Shortened limitations period c. Remedy limitations: (1) Repair or replacement (2) Exclusion of incidental or consequential damages (3) Liquidated damages d. Whether remedies are exclusive or cumulative e. Attorney fees f. Choice of law g. Venue for actions h. Arbitration of disputes

CALIFORNIA BAR LICENSE # 281147 | 2240 Encinitas Blvd., Suite: D999 Encinitas, CA 92024

12. General provisions a. Time-of-the-essence provision b. Limitation on or exclusion of application of course of performance, course of dealing, and usage of trade c. Waiver of contract terms in writing only d. Modification of contract in writing only e. Assignment of rights and delegation of duties: permitted (with or without consent), restricted, or prohibited f. Severability of unconscionable or unenforceable provisions g. Duration and renewal of contract h. Grounds for termination of contract; notice required i. Merger or integration clause j. Proper authorizations given for execution

CALIFORNIA BAR LICENSE # 281147 | 2240 Encinitas Blvd., Suite: D999 Encinitas, CA 92024