This Product Delivery Agreement is made between a company and a supplier for the sale and delivery of products. This agreement sets forth the material terms and conditions including the base price of the product, the number of products to be delivered, product quality standards, and the delivery schedule. It contains numerous standard clauses and may be customized to address the specific needs of the parties. This document should be used by a company and supplier to ensure successful and timely delivery of products.
This Product Delivery Agreement is made between a company and a supplier for the sale and delivery of products. This agreement sets forth the material terms and conditions including the base price of the product, the number of products to be delivered, product quality standards, and the delivery schedule. It contains numerous standard clauses and may be customized to address the specific needs of the parties. This document should be used by a company and supplier to ensure successful and timely delivery of products. PRODUCT DELIVERY AGREEMENT THIS PRODUCT DELIVERY AGREEMENT is made and entered into this ____ day of _______________, 20 _____, by and between _____________________, hereinafter referred to as the COMPANY, and _________________________________________________, hereinafter referred to as SUPPLIER WHEREAS, COMPANY is organized for the purposes of _____________________; [Comment: insert description of business] and, WHEREAS, COMPANY, in order to ________________________________________ [Comment: insert purpose], must ensure the availability of _______________________ (“Product”) for processing on a yearly basis; and, WHEREAS, the SUPPLIER is in the business of ______________________ [Comment: insert description of business] and ensures the COMPANY has sufficient Products for processing. NOW, THEREFORE, in consideration of the above the parties agree as follows: 1. Definitions Processing Year: means a ____ month period commencing ______ of each year and ending on ______ the following year. Market Value/Base Price: _______________________________ [Comment: describe how market value and/or base price of COMPANY Product will be determined.] 2. Sale and Delivery of COMPANY Product. The SUPPLIER hereby agrees to sell and deliver to the COMPANY, at a facility acceptable to and designated by the COMPANY, ___________ number of Products during each processing year of this Agreement in accordance with delivery schedule annexed hereto as “Schedule1”. The first processing year of this Agreement shall commence on _______________________. 3. Product Quality Standards. All Products to be sold and delivered by the SUPPLIER to the COMPANY shall adhere to commercially acceptable standard as graded by a qualified employee and in accordance with ___________________ [Comment: describe standards for COMPANY Product here]. If the Products that are delivered to the COMPANY do not meet with the COMPANY's standards of quality, the COMPANY may: A. Reject the Product delivered by SUPPLIER. In such an event SUPPLIER shall bear all costs relating to the rejection and return of said Product to SUPPLIER; or, B. Accept the Product with appropriate deductions and allowances made and charged against SUPPLIER because of the inferior grade, quality or condition of the Product at delivery. 4. Risk of Loss. SUPPLIER agrees that the risk of loss for the Product to be sold and delivered to the COMPANY shall remain with the SUPPLIER until delivery of the Product is accepted by the COMPANY. 5. Purchase Price. The COMPANY agrees that it will pay to the SUPPLIER for Product delivered to and accepted by the COMPANY (subject to discounts) the following: A. The Product base price within ____ days of delivery and acceptance of the Product by the COMPANY; and B. b. In the event that the market value of the Product delivered by the SUPPLIER is greater than the Product base price paid to the SUPPLIER, the difference shall be paid to the SUPPLIER at the discretion of the Board. C. Along with the Purchase Price the COMPANY shall also pay the SUPPLIER freight and transportation charges in such amounts and at such times as determined by the COMPANY. The COMPANY the SUPPLIER those charges for Product actually delivered by or at the request of the SUPPLIER during a processing year. SUPPLIER shall not be entitled to this payment if the SUPPLIER fails to deliver the requisite number of Products to the COMPANY, notwithstanding the COMPANY's election to purchase substitute Products in SUPPLIER's name as provided for hereafter. 6. Failure to Deliver Product. Should the SUPPLIER fail to deliver the requisite number of Products to the COMPANY in accordance with the delivery schedule prepared for the SUPPLIER by the COMPANY, such a failure shall be considered as a default of this Agreement and the COMPANY shall have the following rights and remedies: A. Act as SUPPLIER's agent for the purpose of obtaining the number of Products stated herein in the name of SUPPLIER and charge to SUPPLIER all expenses, including, but not limited to, the price of the Product, shipping, and all incidental costs in obtaining and delivering the Product to the COMPANY. B. Terminate SUPPLIER's relationship with the COMPANY. C. Obtain from a court of competent jurisdiction a mandatory injunction or decree of specific performance. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 D. Such other remedies as may be provided to the COMPANY as more particularly described by the Uniform Commercial Code adopted by the State of __________________________. The rights and remedies of the COMPANY upon a default by SUPPLIER shall not be mutually exclusive and the decision by the COMPANY to exercise a particular right shall not preclude the COMPANY from exercising another or different right at any time in the future. SUPPLIER agrees to pay all reasonable legal costs and expenses, including attorney’s fees and court costs, incurred by the COMPANY in protecting its rights under this Agreement, regardless of whether judicial proceedings are involved. 7. Warranties. SUPPLIER warrants that the Product to be sold and delivered to the COMPANY is free and clear of any liens, encumbrances, or restrictions. SUPPLIER has the corporate and legal power and authority to enter into this Agreement. ______________________________________________________________________________ [Comment: Add more warranties if applicable] 8. Adjustment of Delivery and Number of Products. Parties agree that the COMPANY may, for a variety of reasons, not have need for all or part of the Products to be sold by SUPPLIER and delivered to the COMPANY as described above. COMPANY reserves the right to adjust delivery dates of the SUPPLIER, upon providing the SUPPLIER with reasonable notice. COMPANY shall further have the option to accept a lesser portion of the SUPPLIER's Product, or none at all, during a processing year, provided it gives written notice to SUPPLIER, ____days prior to the SUPPLIER's delivery date, of its inability to accept part or all of the Product to be sold and delivered to the COMPANY by the SUPPLIER, and the number of Products, if any, it shall require from SUPPLIER and, further, that the COMPANY reduces the number of Products to be delivered by other SUPPLIERs in the same pricing period proportionately, if possible. Upon receiving said notice, the SUPPLIER shall deliver to the COMPANY the number of Products specified therein, and, upon acceptance of said Products by the COMPANY, the COMPANY shall pay to the SUPPLIER the purchase price for the number of Products actually delivered as computed pursuant to this Agreement. The COMPANY may, at any time during the remainder of the processing year, demand that SUPPLIER deliver the Products the COMPANY could not earlier accept, provided SUPPLIER is given reasonable notice of the demand and date of delivery. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 The COMPANY's decision not to accept all or part of the Product to be sold and delivered by SUPPLIER, during a processing year, shall not affect, in any way, SUPPLIER's obligation for the next processing year nor may the COMPANY demand that SUPPLIER deliver to the COMPANY, in any processing year, more Products than the number of shares of Common Stock owned by SUPPLIER. 10. Termination of Membership in COMPANY. Upon the termination of SUPPLIER’s membership in the COMPANY, for whatever reason, this Agreement shall then terminate. 11. Assignment. SUPPLIER may not assign this Agreement without the prior written consent of the COMPANY. 12. Waiver of Breach. No waiver of a breach of any of the provisions contained in this Agreement shall be construed to be a waiver of any subsequent breach of the same or of any other provision of this Agreement. 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Binding Effect The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 15. Governing laws. This Agreement will be governed by the laws of the State of _____________ and shall be enforced only in the District Court of __________________. 16. Entire Agreement and Modifications. This Agreement, including all Exhibits and appendices hereto, supersedes and cancels any previous agreements or understandings, whether oral, written or implied, heretofore in effect and sets forth the entire agreement between the parties with respect to the subject matter hereof. No modification of any of the terms of conditions contained herein may be made except by subsequent written document signed by both of the parties hereto. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 17. Severability. If any provision of this Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement shall endure except for the part declared invalid or unenforceable by order of such court. The parties shall consult and use their best efforts to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in light of the intent of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed this Agreement. COMPANY:______________________ By:/s/_________________________ Name:_________________________ Title:__________________________ SUPPLIER:______________________ By:/s/_________________________ Name:_________________________ Title:__________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6
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