Exclusive Supply Agreement

					Exclusive Supply Agreement

This is an agreement between a seller and buyer of goods whereby the buyer agrees to
purchase all of its products from the seller on an exclusive basis. Particularly, this
agreement has been drafted for distributors or manufacturers of a product. Customize
the types of products that will be sold, the length of the agreement, shipping methods,
and much more. This agreement is ideal for small businesses that want to enter into an
exclusive agreement to buy or sell certain goods in bulk.
                              EXCLUSIVE SUPPLY AGREEMENT

THIS EXCLUSIVE SUPPLY AGREEMENT (hereinafter referred to as the “Agreement”),
made as of _______________, [Instructions: Insert the date of this agreement] by and
between _______________________ [Instructions: Insert the Buyer’s name] (hereinafter
referred to as the “Buyer”), with an address of _____________________________
[Instructions: Insert the Buyer’s address] and _______________________ [Instructions:
Insert the Seller’s name] (hereinafter referred to as the “Seller”), with an address of
_____________________________. [Instructions: Insert the Seller’s address]

WHEREAS, Buyer, in the course of its business, requires a supply of
_______________________ [Instructions: Insert the products subject to this agreement] (the
“Required Goods”);

WHEREAS, Seller is the manufacturer of the products set forth in Exhibit “A” (the “Products”),
as such may be updated and modified by Seller, which are Required Goods;

WHEREAS, Buyer desires to purchase its full supply of the Required Goods from Seller, and
desires for the Products to be Buyer’s sole and exclusive Required Goods; and

WHEREAS, subject to the terms and conditions contained herein, Seller desires to accept said
exclusive supplier engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below, it is hereby covenanted and agreed by the parties as follows:

1.       EXCLUSIVITY

The parties agree that during the Term of this Agreement, Buyer shall purchase exclusively from
Seller, in accordance with the sales terms hereof, all Required Goods that Buyer requires in
connection with Buyer’s business. During the term of this Agreement, Buyer agrees that it will
only purchase the Products and that it will not purchase Required Goods from any vendor other
than Seller, unless Seller consents in writing to such purchase.

2. SALES TERMS

        a.      Products. Seller shall provide to Buyer an updated list of the Products. A copy of
the Products available as of the date hereof is attached to this Agreement as Exhibit “A”, which
may be updated and modified by Seller from time to time, at Seller’s sole discretion. Seller
reserves the right, at any time, to change the specifications, functionalities, features and/or
designs of the Products and/or to withdraw the availability of any Product. Seller has the right to
discontinue the distribution or availability of any Product, provided that Seller provides Buyer
with __________ (___) days’ [Instructions: Insert the number of days written notice
required to cancel the distribution of a product] written notice. The foregoing shall not apply
to orders that have previously been approved by Seller.




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        b.      Product Prices. Seller shall provide to Buyer an updated list of the Products,
including purchase prices in U.S. Dollars (the “Product Prices”). A copy of the Product Prices in
effect as of the date hereof is attached to this Agreement as Exhibit “A”, which may be updated
and modified by Seller from time to time, at Seller’s sole discretion. Seller shall be entitled to
vary the Product Prices at any time provided that Seller provides Buyer with __________ (___)
days’ [Instructions: Insert number of days written notice required to change the price of a
product] written notice of any change to the Product Prices. The foregoing shall not apply to
orders that had previously been approved by Seller. All Product Prices shall be ex-works
Seller’s warehouse or production premises. To the extent Seller incurs any shipping, insurance,
or other charges on behalf of Buyer, such charges will be added to the invoice for Products and
paid by Buyer.

         c.       Purchase Orders.

               i.     Purchases of Products shall be initiated by Buyer pursuant to the terms and
conditions appearing on Seller’s purchase order acknowledgment. All purchase orders placed by
Buyer hereunder shall be governed by the terms and conditions of this Agreement which shall
supersede any different or additional terms on Buyer’s purchase orders, which different or
additional terms are hereby rejected. In the event of a conflict between the provisions of this
Agreement and the terms and conditions of any purchase orders, the provisions of this
Agreement shall prevail and control. No order shall be binding upon Seller until accepted by
Seller in writing.

             ii.       Seller shall respond to the proposed purchase order by either accepting or
reasonably rejecting the proposed purchase order in writing. In rejecting a purchase order, Seller
will provide the reason for such rejection.

             iii.       Seller shall use commercially reasonable efforts to make deliveries of
purchase orders so accepted in a timely manner, but Seller shall not be liable for any delay in
delivery which occurs notwithstanding such commercially reasonable efforts or any errors in
filling any purchase orders. If purchase orders for the Products exceed Seller’s inventory, Seller
shall allocate available inventory on a basis Seller deems equitable in its sole discretion.

         d.     Cancellation and Rescheduling. Upon the acceptance of a purchase order by
Seller, the purchase order may not be cancelled by Buyer for any reason. Upon Buyer’s request,
Seller will make commercially reasonable efforts to reschedule the delivery date of an accepted
purchase order.

        e.     Shipping. All shipments shall be made ex-works Seller’s warehouse or
production premises. Accordingly, delivery and the relevant risk of loss or damage to the
Products shall be deemed effected and transferred to Buyer at Seller’s premises with the loading
of the Products onto the means of transport of the carrier entrusted therewith, subject to Seller’s
rights of stoppage in transit and reclamation. In the event that Buyer has not identified the
carrier to transport the Products within the applicable purchase order, Seller may select the
carrier and shall purchase on behalf of Buyer appropriate shipping insurance. To the extent
Seller incurs any shipping, insurance, or other charges on behalf of Buyer, such charges will be



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added to the invoice for Products and paid by Buyer. Buyer shall pay all costs of transportation,
insurance, export and import fees, customs brokerage expenses and similar charges. Buyer, at its
expense, shall make and negotiate any claims against any carrier, insurer, customs broker, freight
forwarder or customs collector.

        f.      Acceptance. Buyer shall have a period of __________ (___) days [Instructions:
Insert the number of days buyer has to inspect the goods] after receipt of the Products (the
“Acceptance Period”) to inspect the Products for any shortages, damages, defects or substantial
non-conformity (individually or collectively referred to herein as “Non-conformities”). During
the Acceptance Period, Buyer may reject Products with Non-conformities, provided that, prior to
the end of the Acceptance Period, Buyer provides Seller with written notice of rejection that
specifies in reasonable detail the Non-conformities that are the basis for the rejection. Any
Products not specifically rejected by Buyer during the Acceptance Period shall be deemed finally
accepted by Buyer and such acceptance may not be revoked. Buyer shall return all rejected
Products to Seller in their original packing, subject to Seller’s reasonable shipping and insurance
instructions. If Seller’s examination of the returned Products confirms the existence of Non-
conformities, Seller shall be obligated to, at its sole option, (i) repair or replace the Products
within fifteen (15) days after receipt thereof from Buyer, (ii) refund amounts paid for such non-
conforming Products, or (iii) issue a credit to Buyer in an amount equal to the amounts paid for
such non-conforming Products.

         g.       Payment.

              i.       The total amount payable for the Products shall be the Product Price
included on the applicable purchase order together with any and all costs, fees, charges and
expenses related to the shipping, transportation and importation of the Products into the
Territory. In addition to foregoing, Buyer shall pay, indemnify and hold Seller harmless from
any sales, use, excise, import or export, value added or similar tax, and any penalties or interest
associated with any of the taxes, imposed by any governmental authority with respect to any
payment to be made by Buyer to Seller under this Agreement or any Products to be delivered by
Seller under this Agreement.

              ii.      Payment shall be due and payable within of __________ (___) days
[Instructions: Insert the number of days after an invoice that payment will be due] after the
date of Seller’s invoice thereof. Payment will be made only in United States Dollars, by wire
transfer to the bank designated by Seller or other means satisfactory to Seller. Payments made
by Buyer, even if marked to indicate payment in full, will be deposited by Seller or otherwise
accepted by its bank notwithstanding such markings and such deposit and/or acceptance shall not
indicate Seller’s acceptance of the payment as payment in full unless the remittance actually
constitutes payment of all sums owed. All sums not paid when due shall accrue interest daily at
the highest rate permissible by law on the unpaid balance until paid in full.

             iii.       In the event that Buyer fails to pay any amounts due and such failure
extends beyond forty-five (45) days after the applicable invoice date, Seller may, at any time
thereafter, in Seller’s sole discretion and without any liability to Buyer, suspend production,
shipments and/or deliveries of Products, and demand such other terms or conditions or security



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arrangements for Buyer’s due performance, as Seller, in its sole discretion, deems appropriate,
including without limitation requiring full payment be made prior to shipment of the Products or
termination the Agreement.

3.       TERM AND TERMINATION

        a.      Term. The term of this Agreement shall commence as of the date hereof and
continue until __________ [Instructions: Insert Date] (the “Initial Term”). Subsequently, this
Agreement shall automatically renew for successive __________ (___) [Instructions: Insert
Amount] [Instructions: Choose One month OR year] renewal terms (each, a “Renewal Term”),
unless, at least __________ (___) days [Instructions: Insert Amount] prior to the beginning of
any Renewal Term, either party gives the other party written notice of its intent not to renew this
Agreement.

         b.       Termination.

             i.       Notwithstanding anything to the contrary contained herein, either party
may terminate this Agreement upon __________ (___) days’ [Instructions: Insert the number
of days written notice required to terminate this agreement] written notice (or in the case of
payment breaches, upon __________ (___) days’ [Instructions: Insert the number of days
written notice required to terminate this agreement] written notice) of a material breach of
this Agreement by the other party, if such breach is not cured within such period.

              ii.      Either party may terminate this Agreement immediately upon written
notice if the other party becomes insolvent or fails to pay its obligations as they arise, files for
bankruptcy, or if a proceeding by or against the other party under any law providing relief to the
other party as debtor is commenced and is not dismissed within __________ (___) days
[Instructions: Insert the number of days after the commencement of a bankruptcy action
that the case may be dismissed without affecting this agreement] after commencement.

4.       WARRANTIES; DISCLAIMERS; WAIVERS; INDEMNITY

        a.      Seller’s Warranty. Seller makes warrants that the Products will be free of defects
in material and workmanship for a period of one (1) year after the delivery date thereof to Buyer
(“Warranty Period”). Buyer’s sole and exclusive remedy arising out of or relating to such
warranty shall be to return the defective Products to Seller within the Warranty Period for repair
or replacement, refund or credit as set forth in this Agreement. The foregoing shall be Buyer’s
sole remedy, and Seller’s sole liability, with respect to any Products not meeting the warranty set
forth in this paragraph.

     b.   Disclaimer. EXCEPT AS SET FORTH HEREIN, SELLER DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ALL
WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE.          SELLER NEITHER ASSUMES, NOR



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AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY WARRANTY OR
OTHER LIABILITY IN CONNECTION WITH THE PRODUCTS, INCLUDING, WITHOUT
LIMITATION, WARRANTIES REGARDING THE PRODUCTS’ PERFORMANCE OR
RESULTS OBTAINED FROM USE OF THE PRODUCTS, OR LIABILITY ARISING OUT
OF THE DELIVERY, INSTALLATION, OPERATION OR USE OF THE PRODUCTS. IN
ADDITION TO BUT WITHOUT LIMITING THE FOREGOING, SELLER PROVIDES ANY
PRODUCT “AS IS” WITHOUT ANY WARRANTY, GUARANTEES OR ASSURANCES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY THAT THE
PRODUCT IS FIT FOR THE PURPOSE FOR WHICH IT IS USED, OR THAT IT IS ERROR
FREE.

     c.    Consequential Damages Waiver. IN NO EVENT SHALL SELLER BE LIABLE
TO BUYER OR ANY OTHER THIRD PARTY, UNDER ANY LEGAL THEORY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF
PROFITS, REVENUE, BUSINESS, SAVINGS, DATA OR USE INCURRED BY BUYER OR
ANY THIRD PARTY INCLUDING ANY END USER, EVEN IF SELLER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      d.  Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE
LAW, SELLER’S AGGREGATE LIABILITY TO BUYER OR ANY THIRD PARTY FOR
CLAIMS RELATING TO THIS AGREEMENT, OR SELLER’S PERFORMANCE OR NON-
PERFORMANCE      HEREUNDER,         WHETHER   FOR   BREACH,   NEGLIGENCE,
INFRINGEMENT, IN TORT OR OTHERWISE INCLUDING STRICT LIABILITY, SHALL
BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL PAYMENTS ACTUALLY
RECEIVED BY SELLER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH
PERIOD PRECEDING BUYER’S INITIAL WRITTEN NOTICE TO SELLER OF ANY
CLAIM OR POTENTIAL CLAIM HEREUNDER. FURTHERMORE, SELLER SHALL NOT
BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER
FOR DELAYS IN MANUFACTURE, ASSEMBLY, SHIPMENT OR FURNISHING OF THE
PRODUCTS OR ANY SERVICES.

        e.      Indemnity. Buyer shall defend, indemnify and hold Seller and its affiliates and its
and their respective directors, officers, agents employees and contractors (“Seller Indemnitees”),
harmless from and against any and all damages, losses, costs, liabilities, expenses (including
reasonable attorneys’ fees and costs of litigation and investigation regardless of outcome) and
settlement amounts incurred in connection with any suit, claim or action by any third party
(including any end-user) against a Seller Indemnitee as a result of: (i) negligence,
misrepresentation, misconduct, error or omission on the part of Buyer or its agents, employees or
contractors or other representatives relating to or concerning the Products, including their
installation, operation, use, maintenance, servicing or repair; or (ii) Buyer’s breach of this
Agreement.

5.       MISCELLANEOUS




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        a.     Relationship of the Parties. This Agreement shall not be construed as creating an
agency, partnership, joint venture or any other form of association, for tax purposes or otherwise,
between the parties, and the parties shall at all times be and remain independent contractors.
Except as expressly agreed by the parties in writing, neither party shall have any right or
authority, express or implied, to assume or create any obligation of any kind, or to make any
representation or warranty, on behalf of the other party or to bind the other party in any respect
whatsoever.

        b.      Import/Export; Compliance with Laws. Buyer shall comply with all applicable
foreign and domestic laws and regulations relating to the importation or exportation of the
Products and relating to this Agreement, including without limitation, those laws and regulations
applicable to Buyer’s marketing, promotion, advertising, distribution and sale of Products
hereunder. In addition to the foregoing, Buyer shall at all times maintain those permits, licenses,
registrations and authorizations that are required to be obtained and maintained in order for
Buyer to carry out its activities and meet its obligations under this Agreement in accordance with
all applicable laws and regulations.

        c.      Notices. Any notice required hereunder shall be in writing and shall be deemed to
be properly given: when delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid. All notices shall be sent to the party and address set forth in
this Agreement (or to such other address or person as may be designated by a party by giving
written notice to the other party).

        d.      Assignment. Neither party may, without the prior written consent of the other
party, assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by
operation of law or otherwise, this Agreement and/or any of its rights or obligations hereunder.
Any attempted or purported assignment or other transfer not complying with the foregoing shall
be null and void. Subject to the foregoing, this Agreement shall inure to the benefit of and bind
the successors and assigns of the parties.

        e.     Severability. If any term, provision, covenant or condition of this Agreement is
held by a court or arbitral panel of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

        f.     Further Actions. Each party agrees to execute, acknowledge and deliver such
further instruments, and to do all such other acts, as may be necessary or appropriate in order to
carry out the purposes and intent of this Agreement.

       g.      Entire Agreement. This Agreement and Exhibit “A” hereto contain the entire
understanding of the parties with respect to the subject matter of this Agreement and merges and
supersedes all prior and contemporaneous agreements and understandings between the parties,
whether oral or written, with respect to the subject matter of this Agreement. Any waiver,
modification or amendment of any provision of this Agreement shall be effective only if in
writing and signed by the authorized representatives of both parties.




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        h.     Choice of Law; Venue; Jurisdiction. This Agreement shall be governed in
accordance with the laws of the State of _______________________ [Instructions: Insert the
state’s laws that will govern this agreement] applicable to agreements to be wholly performed
therein, without giving effect to its laws governing conflict of laws.

      i.      Attorney’s Fees. In the event of any dispute between the parties arising out of this
Agreement, the prevailing party shall be entitled to recover its attorney fees and costs.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.



BUYER




__________________________
By: Authorized Signatory




SELLER




__________________________
By: Authorized Signatory




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                                                    EXHIBIT A

                                                    PRODUCTS

Product                Product Name           Description                 Product Price
Number                                                                    (effective as of
                                                                          __/__/____)
_____________ _____________ _____________                                 $_____________


_____________ _____________ _____________                                 $_____________


_____________ _____________ _____________                                 $_____________


_____________ _____________ _____________                                 $_____________


_____________ _____________ _____________                                 $_____________


_____________ _____________ _____________                                 $_____________


_____________ _____________ _____________                                 $_____________




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DOCUMENT INFO
Description: This is an agreement between a seller and buyer of goods whereby the buyer agrees to purchase all of its products from the seller on an exclusive basis. Particularly, this agreement has been drafted for distributors or manufacturers of a product. Customize the types of products that will be sold, the length of the agreement, shipping methods, and much more. This agreement is ideal for small businesses that want to enter into an exclusive agreement to buy or sell certain goods in bulk.