**THIS PURCHASE AGREEMENT** (the "Agreement") is made this _____ day of _______, 20_____, by and between ___________________________________ (the "Seller") and ________________________________ (the "Buyer"). **1. DEFINITIONS:** In this Agreement, the following terms shall have the following meanings: 1.1 "Goods" means the items to be provided by the Seller to the Buyer as described in Schedule A. 1.2 "Services" means the services to be provided by the Seller to the Buyer as described in Schedule B. 1.3 "Price" means the total amount payable for the Goods and/or Services as stated in Schedule C. **2. PURCHASE OF GOODS/SERVICES:** The Seller agrees to sell, and the Buyer agrees to purchase, the Goods and/or Services in accordance with the terms and conditions of this Agreement. **3. PRICE AND PAYMENT:** The Price, together with any applicable taxes, shall be paid by the Buyer to the Seller in accordance with the payment terms set out in Schedule C. **4. DELIVERY:** The Seller shall deliver the Goods to the location specified by the Buyer in accordance with the delivery terms set out in Schedule D. **5. RISK AND TITLE:** Risk and title in the Goods shall pass from the Seller to the Buyer upon delivery. **6. INSPECTION AND ACCEPTANCE:** The Buyer shall have the right to inspect the Goods upon delivery, and to reject any Goods that do not conform to the agreed specifications. **7. WARRANTIES:** The Seller warrants that the Goods and/or Services will be free from defects in material and workmanship, and will conform to the specifications set out in Schedules A and/or B. **8. INDEMNITY:** The Seller shall indemnify the Buyer against any losses, damages, and expenses arising out of any breach of this Agreement by the Seller. **9. LIMITATION OF LIABILITY:** The Seller's liability under this Agreement shall be limited to the Price. **10. CONFIDENTIALITY:** Both parties agree to keep confidential any information received from the other party that is not public knowledge. **11. FORCE MAJEURE:** Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by circumstances beyond its reasonable control. **12. TERMINATION:** This Agreement may be terminated by either party upon written notice if the other party breaches any of its obligations under this Agreement. **13. DISPUTE RESOLUTION:** Any dispute arising out of this Agreement shall be resolved through mediation, and if unsuccessful, through arbitration in accordance with the rules of the Indian Council of Arbitration. **14. GOVERNING LAW AND JURISDICTION:** This Agreement shall be governed by and construed in accordance with the laws of India, and each party submits to the exclusive jurisdiction of the courts of India. **15. ASSIGNMENT:** Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. **16. ENTIRE AGREEMENT:** This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written. **17. AMENDMENT:** This Agreement may only be amended by written agreement of both parties. **18. WAIVER:** No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term. **19. SEVERABILITY:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. **20. NOTICES:** Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by registered post or email to the address of the other party set out in this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. _____________________________ _____________________________ Seller's Name/Title/Signature Buyer's Name/Title/Signature **SCHEDULE A – DESCRIPTION OF GOODS** [Include detailed description of Goods] **SCHEDULE B – DESCRIPTION OF SERVICES** [Include detailed description of Services] **SCHEDULE C – PRICE AND PAYMENT TERMS** [Include detailed Price and Payment Terms] **SCHEDULE D – DELIVERY TERMS** [Include detailed Delivery Terms]