THIS SUPPLY CHAIN AGREEMENT (“Agreement”) is made and entered into on this _____ day of _______, 20 (“Effective Date”)
BETWEEN:
M/s / Mr./Mrs. …………………………………….. [SUPPLIER NAME], a company duly incorporated under the laws of ………………. [Jurisdiction], having its registered office at …………………. [Address] (hereinafter referred to as the “Supplier“, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns)
AND
M/s / Mr./Mrs. …………………………………. [BUYER NAME], a company duly incorporated under the laws of ……………………….. [Jurisdiction], having its registered office at ……………………….. [Address] (hereinafter referred to as the “Buyer“, which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns).
The Supplier and Buyer are hereinafter collectively referred to as the “Parties” and individually as a “Party“.
WHEREAS the Supplier is engaged in the business of manufacturing, distributing, and supplying various products and materials; and
WHEREAS the Buyer desires to procure certain products from the Supplier pursuant to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- SCOPE OF SUPPLY
1.1 The Supplier agrees to manufacture, supply, and deliver the products as specified in Purchase Orders issued by the Buyer from time to time …………. (“Products”). The specifications, quantities, delivery schedules, and pricing shall be detailed in each Purchase Order.
1.2 The Supplier shall ensure that all Products conform to the agreed specifications, quality standards, and applicable regulatory requirements.
- PURCHASE ORDERS AND ACCEPTANCE
2.1 The Buyer shall issue Purchase Orders specifying product descriptions, quantities, delivery dates, and prices. Each Purchase Order shall constitute a binding obligation upon acceptance by the Supplier.
2.2 The Supplier shall acknowledge receipt of Purchase Orders within forty-eight hours and indicate acceptance or propose modifications within five business days.
- PRICING AND PAYMENT TERMS
3.1 Prices for Products shall be as specified in Purchase Orders and shall remain firm during the term specified therein unless otherwise mutually agreed in writing.
3.2 Payment shall be made within ………… [thirty/sixty/ninety] days from the date of receipt of correct invoice and Products, subject to satisfactory inspection and acceptance.
3.3 All prices are exclusive of applicable taxes, duties, and levies, which shall be borne by the Buyer.
- DELIVERY AND RISK
4.1 Delivery shall be made in accordance with the terms specified in each Purchase Order. Time is of the essence in this Agreement.
4.2 Risk of loss or damage to the Products shall pass to the Buyer upon delivery at the designated location.
4.3 The Supplier shall be liable for delays in delivery except where caused by Force Majeure events or circumstances attributable to the Buyer.
- QUALITY ASSURANCE AND INSPECTION
5.1 The Supplier warrants that all Products shall be free from defects in materials and workmanship and shall conform to agreed specifications for a period of [twelve] months from delivery.
5.2 The Buyer reserves the right to inspect Products upon delivery and reject any non-conforming items within [seven] days of receipt.
- INTELLECTUAL PROPERTY RIGHTS
6.1 Each Party shall retain all rights, title, and interest in its respective intellectual property. Nothing in this Agreement shall transfer ownership of intellectual property from one Party to another.
6.2 The Supplier grants the Buyer a non-exclusive license to use any intellectual property embodied in the Products solely for the Buyer’s internal business purposes.
- CONFIDENTIALITY
7.1 Each Party agrees to maintain in strict confidence all proprietary and confidential information disclosed by the other Party and shall not disclose such information to third parties without prior written consent.
7.2 This obligation shall survive termination of this Agreement for a period of [five] years.
- NON-COMPETE CLAUSE
8.1 During the term of this Agreement and for a period of [two] years thereafter, the Supplier shall not directly or indirectly supply products substantially similar to the Products to any competitor of the Buyer operating within [specified territory/market segment] without the Buyer’s prior written consent.
8.2 This restriction shall apply only to the extent permitted by applicable law and shall be deemed reasonable by the Parties.
- FORCE MAJEURE
9.1 Neither Party shall be liable for failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, epidemics, pandemics, governmental actions, natural disasters, or disruption of transportation networks (“Force Majeure Event”).
9.2 The affected Party shall promptly notify the other Party in writing of the Force Majeure Event and its expected duration, and shall use commercially reasonable efforts to mitigate its effects.
9.3 If a Force Majeure Event continues for more than [ninety] days, either Party may terminate this Agreement upon written notice without liability.
- INDEMNIFICATION
10.1 Each Party shall indemnify, defend, and hold harmless the other Party from and against any claims, damages, losses, liabilities, and expenses arising from its breach of this Agreement or negligence.
- LIMITATION OF LIABILITY
11.1 Neither Party shall be liable for indirect, incidental, consequential, or punitive damages arising out of this Agreement, except in cases of gross negligence or willful misconduct.
- TERM AND TERMINATION
12.1 This Agreement shall commence on the Effective Date and continue for a period of [three] years unless terminated earlier in accordance with this clause.
12.2 Either Party may terminate this Agreement upon [ninety] days’ written notice for convenience or immediately for material breach that remains uncured after [thirty] days’ written notice.
- DISPUTE RESOLUTION AND ARBITRATION
13.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good faith negotiations between senior management of both Parties.
13.2 If the dispute cannot be resolved through negotiation within [thirty] days, it shall be finally settled by arbitration in accordance with the [Arbitration Rules of the relevant institution].
13.3 The arbitration shall be conducted by [one/three] arbitrator(s) appointed in accordance with said rules. The seat of arbitration shall be [City, Country], and the language shall be English.
13.4 The arbitral award shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.
- GENERAL PROVISIONS
14.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.
14.2 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
14.3 Any amendments or modifications must be made in writing and signed by authorised representatives of both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
FOR AND ON BEHALF OF [SUPPLIER NAME]:
Signature: _______________________
Name:
Title:
Date:
FOR AND ON BEHALF OF [BUYER NAME]:
Signature: _______________________
Name:
Title:
Date: