Free Manufacturing and Supply Agreement Creator - Create Online

MANUFACTURING AND SUPPLY AGREEMENT

This Manufacturing and Supply Agreement (the "Agreement") is entered into as of ____________, 20____ (the "Effective Date"), by and between TechParts Manufacturing, a U.S. corporation with a principal place of business at ___________________________________________ ("Manufacturer") and GlobalRetail Solutions, a U.S. corporation with a principal place of business at ___________________________________________ ("Buyer").

1. PRODUCTS

1.1. Electronic Components

The products to be manufactured and supplied under this Agreement are electronic components as described in Exhibit A attached hereto ("Products"). The Products shall be manufactured by the Manufacturer in accordance with the specifications and requirements provided by the Buyer in Exhibit A ("Specifications").

2. MANUFACTURING

2.1. Production

Manufacturer shall manufacture the Products in quantities and on schedules specified in written purchase orders submitted by Buyer in accordance with this Agreement ("Purchase Orders"). Manufacturer shall not be obligated to fulfill any Purchase Order unless both parties have agreed to the terms and conditions of the Purchase Order in writing.

2.2. Quality

Manufacturer shall maintain a quality control system to ensure that the Products adhere to the Specifications and meet or exceed the quality standards specified by the Buyer. Manufacturer shall permit Buyer or its authorized representative to inspect and audit Manufacturer's quality control system and records upon reasonable prior written notice.

3. PRICING AND PAYMENT

3.1. Pricing

The price for the Products shall be as set forth in Exhibit B attached hereto ("Pricing"). The Pricing shall remain in effect for the duration of this Agreement unless the Manufacturer provides written notice to the Buyer of a proposed increase in Pricing at least sixty (60) days prior to the effective date of such increase.

3.2. Payment

Buyer shall pay Manufacturer for the Products supplied pursuant to an accepted Purchase Order in accordance with the payment terms specified in the Purchase Order. All payments shall be made in U.S. dollars. Buyer shall be entitled to set off any amounts due from Manufacturer to Buyer against any amounts due from Buyer to Manufacturer hereunder.

4. DELIVERY AND ACCEPTANCE

4.1. Delivery

Manufacturer shall deliver the Products to Buyer's designated facilities as specified in the Purchase Order in accordance with the delivery schedules set forth in the Purchase Order. Time is of the essence for the delivery of the Products under this Agreement. If Manufacturer fails to meet the specified delivery schedule, Buyer may terminate the Purchase Order immediately upon written notice to Manufacturer and may purchase substitute products from another manufacturer at Manufacturer's expense.

4.2. Acceptance

Buyer shall have thirty (30) days from the date of delivery to inspect the Products ("Acceptance Period"). Products not conforming to the Specifications or otherwise defective shall be subject to rejection by the Buyer, and Buyer may return nonconforming or defective Products to Manufacturer at Manufacturer's expense. Manufacturer shall promptly replace nonconforming or defective Products with conforming Products at no additional cost to Buyer.

5. EXCLUSIVITY

5.1. Exclusive Supply

During the term of this Agreement, Manufacturer shall be the exclusive supplier of the Products to Buyer and shall not manufacture or supply the Products, or substantially similar products, to any other person or entity without the prior written consent of the Buyer.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence on the Effective Date and continue for a period of ________ years, unless earlier terminated in accordance with the provisions of this Agreement. The parties may extend the term of this Agreement by mutual written agreement.

6.2. Termination for Cause

Either party may terminate this Agreement upon written notice to the other party if the other party: (a) breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof; or (b) becomes insolvent, files a petition in bankruptcy, or otherwise seeks protection under the bankruptcy laws or has an involuntary bankruptcy petition filed against it.

7. GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States and the laws of the State of ________________, without reference to its principles of conflicts of law. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in ________________, ________________, and the parties hereby submit to the personal jurisdiction and venue of such courts.

8. MISCELLANEOUS

8.1. Amendments and Waivers

Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

8.2. Notices

All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed facsimile, or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice.

8.3. Entire Agreement

This Agreement, including all exhibits hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, related hereto.

IN WITNESS WHEREOF, the parties have executed this Manufacturing and Supply Agreement as of the Effective Date.

TechParts Manufacturing GlobalRetail Solutions

By: _______________________ By: _________________________
Name: ______________________ Name: ______________________
Title: _____________________ Title: _____________________