Supply Agreement Specifies terms for supplying goods or materials, including delivery schedules and pricing agreements.
1.1. "Goods" means the goods or materials to be supplied by Supplier to Buyer as described in Exhibit A attached hereto and incorporated herein.
1.2. "Delivery Schedule" means the schedule for the delivery of Goods as set forth in Exhibit B attached hereto and incorporated herein.
This Agreement shall commence on the Effective Date and continue for a period of [Number of Years] years, unless terminated earlier in accordance with the provisions of this Agreement (the "Term").
2.2. Termination for Convenience
Either Party may terminate this Agreement upon giving [Number of Days] days' written notice to the other Party, for any reason or for no reason.
2.3. Termination for Cause
Either Party may terminate this Agreement in the event that the other Party materially breaches its obligations hereunder, and such breach is not cured within [Number of Days] days after the non-breaching Party provides written notice thereof to the breaching Party.
3.1. Supply and Purchase Obligations
During the Term, Supplier shall sell, and Buyer shall purchase, the Goods in accordance with the terms and conditions specified in this Agreement, including the delivery schedule as set forth in the Delivery Schedule.
3.2. Changes to the Goods or Delivery Schedule
Buyer may request changes to the Goods or Delivery Schedule by submitting a written request to the Supplier. Supplier shall promptly review and respond in writing to such requests, indicating whether it can accommodate the requested changes and any impact on the pricing or delivery schedule. Any such changes shall not be effective unless mutually agreed upon by the Parties in writing.
Supplier shall deliver the Goods to Buyer in accordance with the Delivery Schedule, using the shipping method and carrier designated by Buyer. Supplier shall promptly provide Buyer with written notice of any anticipated delay in the delivery of the Goods.
4.2. Title and Risk of Loss
Title to and risk of loss for the Goods shall pass to Buyer upon delivery of the Goods to the delivery location specified in the Delivery Schedule.
All prices for the Goods shall be as specified in Exhibit A. The prices shall be exclusive of any applicable taxes, import duties, or other charges, which shall be the responsibility of Buyer.
5.2. Invoices and Payment
Supplier shall issue invoices to Buyer for the Goods promptly after the delivery thereof. Buyer shall pay such invoices within [Number of Days] days of receipt, unless otherwise agreed in writing by the Parties.
Buyer shall be responsible for all taxes, duties, and other charges imposed on the sale of the Goods under applicable law.
Supplier warrants that the Goods shall be free from defects in material and workmanship, conform to the specifications set forth in Exhibit A, and be fit for their intended purpose for a period of [Number of Months] months from the date of delivery.
Supplier shall indemnify and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of Supplier's warranties under this Agreement, provided that Buyer promptly notifies Supplier in writing of any such claim.
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, power outages, or any other similar event; provided that the Party invoking force majeure notifies the other Party promptly upon becoming aware of such event and uses reasonable efforts to mitigate the effects of the force majeure event.
8.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States of America without regard to its conflict of laws provisions.
8.2. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration administered by the [Arbitration Institution] under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City, State]. The language of the arbitration shall be English.
9.1. Entire Agreement
This Agreement and its Exhibits contain the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, negotiations, and agreements, whether oral or written, with respect to such subject matter.
9.2. Amendment and Waiver
This Agreement may be amended or modified only by a written instrument signed by the Parties. No waiver of any provision of this Agreement, or any rights or obligations under this Agreement, shall be effective unless such waiver is in writing and signed by the Party against whom it is sought to be enforced.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
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