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Supply Agreement for Goods template
Supply Agreement for Goods sample


What is Supply Agreement for Goods?

Supply Agreement for Goods Defines terms for supplying goods, specifying goods, delivery schedules, pricing, quality standards, inspection procedures, and dispute resolution.



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SUPPLY AGREEMENT FOR GOODS


This Supply Agreement for Goods (the "Agreement") is entered into as of [Date] by and between Sunrise Industries Inc., a [State] corporation ("Seller") and TechSource Solutions LLC, a [State] limited liability company ("Buyer").

1. DEFINITIONS

1.1. Goods


"Goods" means the products identified in Exhibit A, as may be amended by the parties from time to time.



2. SALE OF GOODS

2.1. Supply of Goods


The Seller agrees to supply, and the Buyer agrees to buy, the Goods under the terms and conditions of this Agreement. Exhibit A sets forth: (i) the specifications for the Goods, (ii) the pricing for the Goods, and (iii) the delivery schedule for the Goods.



2.2. Compliance with Laws


The Goods will be manufactured, packaged, marked, and otherwise prepared by Seller for shipment in compliance with all applicable laws and regulations in the United States, including without limitation import and export controls.



3. PURCHASE ORDERS

Buyer shall issue written or electronic purchase orders for the Goods which shall include minimum information as required by Seller such as product description, quantity, price, destination, and requested delivery date. Seller shall accept or reject each purchase order in writing within five (5) business days of receipt. Accepted purchase orders shall be binding on the parties and incorporated into this Agreement.



4. DELIVERY

4.1. Delivery Schedule


Seller shall deliver the Goods to Buyer in accordance with the delivery schedule set forth in Exhibit A, as the same may be amended by the parties from time to time.



4.2. Shipping and Insurance


All shipments of Goods shall be made F.O.B. Seller's facility. The risk of loss or damage to the Goods shall pass to Buyer upon delivery to a common carrier at Seller's facility. Seller shall arrange for shipment on Buyer's behalf and at Buyer's expense.



4.3. Late Delivery


If Seller fails to deliver the Goods within the time specified in the delivery schedule, Seller shall pay Buyer liquidated damages in an amount equal to 1% of the value of the affected Goods for each day of delay, up to a maximum of 10% of the value of the affected Goods.



5. PRICE AND PAYMENT

5.1. Price


The prices and payment terms for the Goods are set forth in Exhibit A. All prices are exclusive of taxes, if applicable, and shipping charges, which shall be paid by Buyer.



5.2. Invoice and Payment


Seller shall issue invoices for the Goods within 5 business days of delivery to the destination specified by Buyer in the purchase order. Invoices shall be due and payable within 30 days of the invoice date unless otherwise agreed upon by the parties in writing.



5.3. Late Payments


Any amounts not paid when due shall accrue interest at the rate of 1.5% per month, or the highest rate allowed by law, whichever is less.



6. QUALITY STANDARDS AND INSPECTION

6.1. Quality Standards


The Seller represents and warrants to Buyer that the Goods will conform to the specifications set forth in Exhibit A and any samples furnished by Seller, and that the Goods will be free from defects in materials and workmanship.



6.2. Inspection


Buyer shall have the right, upon reasonable notice and during normal business hours, to inspect the Goods at Seller's facility for the purpose of verifying their quality and compliance with the specifications. Buyer shall be responsible for the costs of any such inspection if the Goods are found to be in compliance with this Agreement.



7. WARRANTY

Seller warrants that the Goods will be free from defects in material and workmanship and will conform to the specifications for a period of one (1) year from the date of delivery. If any Goods fail to meet this warranty, Seller shall, at its option, repair or replace the defective Goods, or refund the purchase price, provided that Buyer gives Seller written notice of the defect within thirty (30) days of discovering the defect.



8. DISPUTE RESOLUTION

8.1. Negotiation


If a dispute arises out of or relates to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.



8.2. Mediation


If the dispute cannot be resolved through negotiation, the parties agree to participate in mediation administered by the American Arbitration Association or another mutually agreed upon mediator, prior to resorting to arbitration, litigation, or some other dispute resolution procedure.



8.3. Arbitration


If mediation is unsuccessful, the parties agree to settle the dispute by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflicts of law principles.



10. MISCELLANEOUS

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be amended, except in writing signed by both parties. Any waiver of any breach of any provision of this Agreement by either party shall not operate as a waiver of any other breach of such provision or any other provision of this Agreement. Neither party may assign this Agreement without the prior written consent of the other party.



IN WITNESS WHEREOF, the parties have executed this Supply Agreement for Goods as of the date first above written.

Sunrise Industries Inc.
______________________________
[Authorized Signature]
[Typed Name and Title]

TechSource Solutions LLC
______________________________
[Authorized Signature]
[Typed Name and Title]

Exhibit A: Goods, Pricing, and Delivery Schedule [To be attached]

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Common Sections of a Supply Agreement for Goods


In this Supply Agreement for Goods, you will see the following sections:

  1. Definitions
  2. Sale of Goods
  3. Purchase Orders
  4. Delivery
  5. Price and Payment
  6. Quality Standards and Inspection
  7. Warranty
  8. Dispute Resolution
  9. Governing Law
  10. Miscellaneous


Summary of each section:

  1. Definitions : This section explains the meaning of specific terms used in the agreement, such as "Goods," which refers to the products listed in Exhibit A.

  2. Sale of Goods : This section outlines the agreement between the Seller and Buyer, stating that the Seller will supply the Goods and the Buyer will purchase them. It also mentions that the Goods will comply with all applicable laws and regulations in the United States.

  3. Purchase Orders : This section explains the process for the Buyer to place orders for the Goods, and the Seller's obligation to accept or reject the orders within five business days. Accepted orders become part of the agreement.

  4. Delivery : This section details the delivery schedule, shipping and insurance arrangements, and the consequences of late delivery. The risk of loss or damage to the Goods passes to the Buyer once the Goods are delivered to a common carrier at the Seller's facility.

  5. Price and Payment : This section sets the prices and payment terms for the Goods, as well as the process for invoicing and late payment penalties. The Buyer is responsible for taxes and shipping charges.

  6. Quality Standards and Inspection : This section establishes the quality standards for the Goods and the Buyer's right to inspect them at the Seller's facility. If the Goods meet the agreement's requirements, the Buyer is responsible for the inspection costs.

  7. Warranty : This section provides a one-year warranty for the Goods, stating that they will be free from defects in material and workmanship and will conform to the specifications. If the Goods fail to meet the warranty, the Seller has the option to repair, replace, or refund the purchase price.

  8. Dispute Resolution : This section outlines the steps for resolving disputes between the parties, starting with good faith negotiations, followed by mediation, and finally, binding arbitration if necessary.

  9. Governing Law : This section states that the agreement will be governed by and construed in accordance with the laws of a specific state, without regard to its conflicts of law principles.

  10. Miscellaneous : This section covers various general provisions, such as the agreement being the entire understanding between the parties, the requirement for written amendments, waiver of breaches, and restrictions on assignment.

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