Zendrop
+1 (631) 902-9428
[email protected]
Today’s Date
August 9, 2024
Company Name
ENVOGUE APPAREL LTD
Zendrop
SUPPLY CONTRACT
This contract is made the day of August 9th, 2024 between ENVOGUE APPAREL LTD a
company incorporated in and existing under the laws of 58 Chepstow Road, Newport, Wales,
NP19 8EB United Kingdom and Zendrop, a company incorporated in and existing under the laws
of the United States, whose registered office is at 300 Delaware Avenue, STE 210-A, DE 19801.
It is hereby agreed as follows:
1. AGREEMENT & SUPPLY
1.1 The Supplier will sell and deliver and the Company will buy all agreed upon products.
1.2 The agreed upon products may be amended by written agreement or verbally during the life
of this Contract.
2. DURATION
2.1 This Contract is for an indefinite period of 1 year commencing on August 9th, 2024.
2.2 At the end of the initial period, the Contract will continue on a yearly basis unless it is
terminated by either Party giving not less than 3 months written notice to the other to expire at
the end of the initial period or on any subsequent anniversary of the last day of the initial period.
3. QUALITY
3.1 The Company must notify the Supplier promptly in writing if it becomes aware of any Products
which do not conform to the requirements set out in this Contract. The Company will not be
obliged to pay for non-conforming Products and the Supplier will be responsible for their removal
and replacement with Products that conform to the requirements of the Contract.
4. QUANTITIES & ORDERING PROCEDURES
4.1 Products will only be supplied under this Contract against orders placed by the Company.
Each order must be in writing specifying the number and type of Products required and the
proposed delivery date(s). Every order must be placed at least 5 days before the delivery date.
The Company may vary an order in writing at any time up to 5 days before the first delivery date
specified in the order.
4.2 The Supplier is solely responsible for communication of any limitations in quantity as it
pertains to the fulfillment of orders. In other words, if the inventory quantities are running low,
the supplier must communicate this to The Company in order to mitigate the risk of unfulfilled
orders.
5. DELIVERY RISK & OWNERSHIP
5.1 The Products will be delivered by the Supplier to the Company’s customers to the delivery
points specified by each order.
5.2 The Supplier will arrange for packaging and labeling of the Products in accordance with
procedures agreed in writing with the Company from time to time. The Supplier will also provide
such documentation as may be appropriate to enable the Products to be delivered.
6. PRICES
6.1 Prices of Products must be agreed to (in writing) prior to the fulfillment of any orders. These
prices must include transportation to the delivery point.
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6.2 Prices will be subject to adjustment only with 30 days written notice.
6.3 The Company is free to fix its own “resale” prices.
7. PAYMENT TERMS
7.1 The Supplier will upon request provide the Company with copies of delivery notes and other
relevant data to support invoices which are submitted.
8. CLAIMS
8.1 If the Company becomes aware of any claim or potential claim in respect of defective product
liability arising from a delivery of any Products it shall immediately inform the Supplier in writing
providing all necessary information/documentation to enable the Supplier to take any appropriate
action.
8.2 The Company undertakes that it will not make any misleading claims or produce any
misleading advertising material in respect of the Products.
9. TERMINATION
9.1 The Supplier may terminate this Contract by notice to the Company if the Company is overdue
in making any payment for more than 60 days.
9.2 The Company may terminate this Contract if the Supplier fails to perform its obligations or
commits a material breach of this Agreement and (in the case of a breach capable of remedy)
fails to remedy the breach within 10 days of being requested to do so in writing.
9.3 Either Party may terminate this Contract by notice if the other Party becomes insolvent or has
a receiver or liquidator appointed or enters into an arrangement with its creditors.
10. FORCE MAJEURE
10.1 The Supplier shall not be liable to the Company for failure to deliver nor shall the Company
be liable to the Supplier to take Products ordered under this Contract where:
10.1.1 the failure is due to a cause outside that Party's control including: acts of nature, war,
terrorism, sabotage, fire, explosion, flood, action of any governmental authority, embargo, failure
of raw materials supply, strike or labor dispute (except of the workforce of the Party claiming
force majeure), and
10.1.2 it gives notice of the event as soon as practicable to the other Party.
A Party claiming force majeure must use all reasonable efforts to avoid or mitigate the effect
of the force majeure event.
10.2 If a force majeure event continues for more than 30 days either Party may give notice to the
other to terminate this Contract.
11. ASSIGNMENT & SUBCONTRACTING
11.1 Neither Party shall assign any of its interests in this Contract without the other’s prior written
consent.
11.2 The Supplier shall not subcontract any of its obligations to any third party without the prior
written consent of the Company.
12. RELATIONSHIP OF THE PARTIES
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12.1 Nothing in this Contract shall constitute, or be deemed to constitute, a partnership between
the Parties, nor, except as expressly provided, shall either Party constitute, or be deemed to
constitute the agent of the other for any purpose.
12.2 Subject to any express provisions to the contrary in this Contract, the Manufacturer shall
have no right or authority to, and shall not, do any act, enter into any contract, make any
representation, give any warranty, incur any liability, assume any obligation, whether express or
implied, of any kind on behalf of the Company or bind the Company in any way.
13. AMENDMENTS & ADDITIONS
13.1 No amendment or addition to the present Contract shall be valid without written agreement
by both Parties.
14. LAW & JURISDICTION
14.1 The Parties shall exercise their best efforts to resolve by negotiation any and all disputes,
controversies or differences between them arising out or relating to this Contract.
14.2 If the dispute is not resolved by direct negotiation, it will be finally settled by legal
proceedings and in accordance with the law of the United States.
Signed by a duly authorized representative of the Company and of the Supplier.
Signed By: Jobelle Larga
Jobelle Larga
For and on behalf of the Supplier
Position: Customer Success
Date: August 9, 2024
