SUPPLY AGREEMENT
This agreement (“Agreement” ) is made on ........................... by and between
(1) ___________, a company organised and existing under the laws of India,
having its registered office _____________________, listed at the
_______________ of Commerce Number xxx (hereinafter referred to as
“______”; and
(2) ....................................(Supplier), a company organised and existing
under the laws of..............., having its registered office at....................,
("Seller");
also referred below individually as “Party” and together as “Parties”
Whereas ________ wishes to acquire the supply of the products defined below
and whereas Seller wishes to supply and deliver such products to ________.
________ and Seller respectively agree to the following:
1. SUPPLY OF PRODUCTS
1.1 During the term of this Agreement and any extension hereof, the Seller
shall sell and supply the products as set out in Schedule 1 hereto (“Products”) to
________ and ________ shall buy from the Seller such Products on a non-
exclusive basis.
1.2 The specifications of the Products are set out in Schedule 2 hereto.
1.3 Seller shall provide to ________ the technical information and material in
regard to the Products as set out in Schedule 3 hereto.
2. ORDERS
2.1 Each purchase and sale between ________ and Seller shall be evidenced
by an order placed by ________ (“Order” or in plural “Orders”) to Seller in
accordance with the terms and conditions of this Agreement and the Seller
Company shall accept such Orders in writing within 2 working days after
receipt of the Order. If the Seller Company does not send a written order
confirmation within 2 working days after receipt of the Order, the Order shall be
deemed to be accepted by the Seller Company. As long as this Agreement is in
force and effect the terms and conditions of this Agreement shall apply to all
Orders and all order confirmations of Seller.
2.2 Orders shall be placed by ________ to Seller in writing (including,
without limitation, by e-mail, fax, letter). Each Order shall contain
(a) the Products and the quantity of each Product ordered by ________,
(b) the price and
(c) the destination (address) of delivery (“Destination of Delivery”).
2.3 Neither the Seller´s Company terms and conditions of sale and delivery
nor the ________ Company terms and conditions of purchase shall apply to any
purchase and sale made under this Agreement.
3. PRICE
3.1 The price ("Price") for the Products on the basis of DDP, Destination of
Delivery as determined in the Order, _________, is specified in Schedule 4
hereof. The Price includes statutory VAT and other taxes, if any.
3.2 The price remains fix for the period of the contract.
4. INVOICING AND PAYMENT
4.1 ________ shall pay to Seller the Price for the Products ordered within 30
days of receipt of invoice.
5. DELIVERY AND STOCK
5.1 The date for delivery shall be as specified in the order. The minimum
delivery time is 3 weeks.
5.2 Seller shall forthwith give notice to ________ of any likely delay in
delivery of which it becomes aware and shall provide ________ with prompt
and reasonable notice of the re-scheduled delivery date.
5.3 If Seller is late with any delivery of Products, ________ shall have the
right to cancel the Order for such Products at any time before delivery of
relevant Products is effected.
5.4 In order to ensure punctual deliveries, Seller shall hold during the term of
this Agreement a minimum stock of ..............
6. TITLE AND RISK
6.1 Title and all risk of loss or damage to the Products shall pass from the
Seller to ________ when the Products shall be received and unloaded on the
basis of DDP, Destination of Delivery as determined in the Order,___________.
7. WARRANTY AND PRODUCT LIABILITY
7.1 The Seller warrant that the Products shall
(a) conform to the technical and quality standard and specifications as set out
in Schedule 3 hereto,
(b) be safe, of good quality and free from any defect in manufacturing or
material,
(c) correspond strictly with any and all representations, descriptions,
advertisements, brochures, drawings, specifications and samples made or given
by Seller, and
(d) fit for the purpose of.................. (Product purpose to be filled in).
________ shall inspect the received Products within 14 days after receipt of the
delivery and shall inform the Seller within a further period of 3 working days of
any apparent defect. Non-apparent defects shall be informed to the Seller within
14 days after they have become apparent.
7.2 If the Products are defective and/or do not conform with the warranty
given in Art. 7.1 above ("Defective Products"), the Seller shall, at the option of
________
(a) replace the Defective Products with Products in accordance with the
warranty set out in Art. 7.1 above as soon as possible without any additional
cost to ________, or
(b) repair the Products without any additional cost to ________, or
(c) reimburse ________ the Price paid for the Defective Products.
7.3 Seller shall indemnify and hold ________ harmless from and against all
claims, actions, damages, losses, liabilities (including, without limitation,
product liability claims) and other expenses (including lawyer´s and other legal
fees) which ________ may suffer or incur as a result of the delivery of
Defective Products or a breach of the obligations set out in this Agreement by
Seller.
7.4 Any claim made under the breach of the warranty obligation as defined in
Article 7.1 and 7.2 above shall endure for a period of 24 months after the date
of delivery of the Products and any claim made under Art. 7.3 above shall
endure until the expiration of the relevant statutes of limitations.
8. MANAGEMENT REPORTING
8.1 Seller shall report to ________ on a quarterly basis the following
management information:
........................................................................................................................
.........................................................................................................................
..........................................................................................................................
9. TERM AND TERMINATION
9.1 This Agreement shall come into force and effect on ..................
(“Effective Date”) and shall remain effective for a period of one (1) year. It
shall be automatically renewed for subsequent periods of three (3) months each,
unless
(a) any party gives to the other party a written notice not to renew this
Agreement at least one (1) month prior to the expiration of the initial term or
any such subsequent term of this Agreement, or
(b) this Agreement terminates in accordance with 9.2 below.
9.2 Notwithstanding Art. 9.1 above this Agreement may be terminated
at any time by each party on written notice with immediate effect in the event
that:
(a) proceedings in bankruptcy or insolvency are instituted by or against the
other party or a receiver, trustee, administrator or liquidator is appointed in
respect of any part of the other party´s assets or any similar relief is granted
under any applicable bankruptcy or equivalent law;
(b) one party (the defaulting party) shall be in breach, non-observance or
non-performance of any of its obligations in this Agreement and does not
remedy the same within 14 days of notice of such failure or breach being served
upon it by the other party (the non-defaulting party).
10. FORCE MAJEURE
10.1 In this Section “Force Majeure” shall mean any event beyond the
reasonable control of ________ or Seller, and which is unavoidable not
withstanding the reasonable care of the party affected, and shall include but not
be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo,
explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God,
action or inaction of any governmental official or agency (civil or military) and
refusal of any licences or permits, if properly applied for.
10.2 If either Party is prevented from or delayed in performing any of its
obligations under this Agreement by an event of Force Majeure, then it shall
notify the other in writing of the occurrence of such event and the circumstances
thereof within fourteen (14) days after the occurrence of such event.
10.3 The Party who has given such notice shall be excused from the
performance or punctual performance of its obligations under this Agreement
for so long as the relevant event of Force Majeure continues and to the extent
that such Party’s performance is prevented or delayed. The occurrence of any
event of Force Majeure affecting either party shall not give rise to any claim for
damages or additional costs and expenses suffered or incurred by reason of
Force Majeure.
10.4 If the performance of the work by ________ is substantially prevented or
is delayed for an aggregate period of more than sixty (60) days on account of
one or more events of Force Majeure during the currency of this Agreement,
________ and or Seller may terminate this Agreement by giving written notice
to Seller and / or ________ as the case may be.
11. NOTICES
All notices, requests, demands and other communications shall be in writing
(including fax) in the English language and shall be addressed as follows (or to
such other address as notified in writing by one party to the other party):
If to ________ to: Mr. xxx
address
Fax: xxx
If to the Seller to: ...........................
...........................
............................
..............................
12. MISCELLANEOUS
12.1 This Agreement shall be governed by and construed in accordance with
the laws of Belgium.
12.2 All disputes between the parties as to the validity, execution,
performance, interpretation or termination of this Agreement will be submitted
to the exclusive jurisdiction of the Courts of _____________.
12.3 All Schedules attached to this Agreement are incorporated herein and
shall be part of this Agreement.
12.4 Except as otherwise specifically provided herein, neither party may
assign this Agreement or any of its rights, interests or obligations hereunder
without the prior written consent of the other party.
________ and Seller have executed this Agreement at the day and year first
above written.
________ Seller
______________________ ______________________
Name: Name:
Title: Title:
Date: Date:
SCHEDULE 1: LIST OF PRODUCTS
SCHEDULE 2: SPECIFICATIONS OF PRODUCTS
SCHEDULE 3: TECHNICAL INFORMATION AND MATERIAL
SCHEDULE 4: PRICES OF THE PRODUCTS
