Supply Chain Agreement Governs relationships within a supply chain, including procurement, logistics, and performance metrics.
This Supply Chain Agreement (the "Agreement") is entered into as of [Date], by and between EcoTech Manufacturing Inc., a [State] corporation ("EcoTech"), and Reliable Electronics Solutions, a [State] corporation ("Reliable"), collectively referred to as the "Parties."
1.1. Purpose
This Agreement sets forth the terms and conditions under which EcoTech shall supply Eco Power X1 Microchips (the "Products") to Reliable, and Reliable's obligations with respect to purchase, quality inspection, and acceptance of the Products, as well as the responsibilities of the Parties concerning delivery schedules and dispute resolution.
2.1. Purchase Orders
Reliable shall submit written purchase orders to EcoTech for the Products, specifying the order quantity, delivery date, and shipping address. EcoTech's acceptance of any purchase order shall be communicated to Reliable in writing, at which time a binding contract shall be formed, subject to the terms and conditions of this Agreement.
2.2. Forecasting
Reliable shall provide EcoTech with a rolling twelve (12) month non-binding forecast of its anticipated requirements for the Products, which shall be updated on a monthly basis. EcoTech shall use reasonable efforts to meet Reliable's purchase order requirements for the forecasted quantities.
3.1. Compliance with Specifications
EcoTech shall manufacture and supply the Products in accordance with the agreed-upon specifications, and all applicable laws, regulations, and industry standards in the United States. Reliable shall have the right to inspect the Products upon receipt, and to reject any Products that do not conform to the agreed-upon specifications.
3.2. Inspection and Acceptance
Reliable shall have seven (7) business days from the date of receipt of the Products to inspect and either accept or reject the Products. If Reliable does not provide notice of rejection within this time period, the Products shall be deemed accepted. In the event Reliable rejects any Products, it shall provide EcoTech with a written notice specifying the nature of the defect, and the Parties shall cooperate in good faith to resolve the issue.
4.1. Delivery Terms
Deliveries of the Products shall be made according to the delivery dates specified in accepted purchase orders. EcoTech shall be responsible for the packaging, shipping, and transportation of the Products, and shall deliver the Products to the shipping address specified in the purchase order.
4.2. Title and Risk of Loss
Title and risk of loss for the Products shall pass to Reliable upon delivery of the Products at the specified shipping address. EcoTech shall obtain, at its expense, appropriate insurance covering the value of the Products during transportation to the shipping address.
5.1. Price
The price for the Products shall be agreed upon between the Parties and specified in the accepted purchase order. All prices are stated in United States Dollars and exclude taxes, custom duties, and other government charges, which shall be the responsibility of Reliable.
5.2. Payment Terms
Reliable shall pay the invoiced amount for the Products within sixty (60) days from the date of invoice, unless otherwise agreed by the Parties in writing. Payment shall be made by electronic funds transfer to the account designated by EcoTech. Late payments shall be subject to interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower.
6.1. Confidential Information
Both Parties agree to keep all information associated with this Agreement, including but not limited to pricing, product specifications, and proprietary technologies, confidential and shall not disclose such information to any third party, other than to employees, agents, or consultants on a need-to-know basis, without the prior written consent of the other Party. This obligation shall survive termination or expiration of this Agreement for a period of three (3) years.
7.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the state in which each Party is incorporated, without reference to their respective conflict of laws principles.
7.2. Arbitration
Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in a location mutually agreed upon by the Parties, and English shall be the language of the arbitration. The arbitral award shall be final and binding on both Parties.
8.1. Term
This Agreement shall have an initial term of two (2) years, commencing on the Effective Date. Thereafter, the Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice of its intention not to renew at least sixty (60) days before the end of the then-current term.
8.2. Termination for Cause
Either Party may terminate this Agreement upon written notice if the other Party 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 from the non-breaching Party.
9.1. Entire Agreement
This Agreement, together with any accepted purchase orders and any exhibits, schedules, or attachments hereto, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether oral or written, with respect thereto.
9.2. Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
9.3. Counterparts
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 the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
EcoTech Manufacturing Inc.
By: ________________________
Name: ________________________
Title: ________________________
Reliable Electronics Solutions
By: ________________________
Name: ________________________
Title: ________________________
In this Supply Chain Agreement, you will see the following sections:
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