New York Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This New York Sample Purchase Agreement (Agreement) is entered into on [Date] (Effective Date) between Organic hem Corporation (Seller) located at [Seller's Address] and Albany Molecular Research, Inc. (Buyer) located at [Buyer's Address]. Both parties are collectively referred to as "Parties" and individually as "Party." 1. Purpose and Scope: This Agreement outlines the terms and conditions governing the sale and purchase of [Product/Service] (Product) by the Seller to the Buyer. It establishes the rights, obligations, warranties, and responsibilities of both Parties. 2. Product Description: The Product to be sold under this Agreement is detailed as follows: — [Product Name]: [Description— - [Product Quantity]: [Quantity] — [Product Price]: [Price— - [Product Specifications]: [Specifications] 3. Purchase Price and Payment: The Buyer agrees to purchase the Product from the Seller at the agreed-upon purchase price of [Purchase Price]. Payment for the Product shall be made by [Payment Method], to be submitted within [Payment Terms] from the Effective Date. 4. Delivery Terms: The Seller shall deliver the Product to the Buyer at the designated delivery location specified mutually by both Parties. The delivery shall be made on or before the agreed-upon delivery date, unless otherwise stated in the Agreement. 5. Inspection and Acceptance: Upon delivery, the Buyer shall have [Number] days to inspect the Product. If the Product does not conform to the agreed specifications or is defective, the Buyer may notify the Seller within this timeframe to request a replacement or refund. 6. Title and Risk of Loss: Title and risk of loss shall pass from the Seller to the Buyer upon delivery and acceptance of the Product, except in cases where the Buyer returns non-conforming or defective Products as per Section 5. 7. Representations and Warranties: Both Parties represent and warrant that they have the authority to enter into this Agreement and that they will comply with all applicable laws and regulations. The Seller also warrants that the Product is free from any encumbrances or claims. 8. Confidentiality: Both Parties agree to keep all confidential information exchanged during the course of fulfilling this Agreement confidential. They shall not disclose or use such information for any purpose other than fulfilling their obligations under this Agreement, unless required by law. 9. Limitation of Liability: Neither Party shall be liable to the other for any indirect, incidental, consequential, or special damages arising out of or relating to this Agreement, except for cases of willful misconduct or gross negligence. 10. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the state of New York. Any disputes arising from this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts located in the state of New York. Additional Types of New York Sample Purchase Agreements between Organic hem Corporation and Albany Molecular Research, Inc.: 1. New York Sample Purchase Agreement for Intellectual Property Transfer. 2. New York Sample Purchase Agreement for Real Estate Acquisition. 3. New York Sample Purchase Agreement for Equipment or Machinery Procurement.