Template Supplier Agreement

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Template Supplier Agreement Powered By Docstoc
					This is an agreement between a supplier and a company for the supply of specific
goods. This agreement contains all of the essential terms, such as the purchase price,
delivery, payment, the type of goods, quality, and confidentiality. In addition, the
particular ordering procedures and an order confirmation can be attached under
“Attachment A” of this agreement. This agreement can be used by small businesses
that manufacture and supply goods. This agreement can also be used by small
businesses or other entities that want to engage the services of a supplier for the supply
of goods over a period of time.
                           TEMPLATE – SUPPLIER Agreement


This supplier agreement (“Agreement”) is made on [DATE] between
[COMPANY NAME], a corporation organized and existing under the laws of
[COUNTRY/STATE], having its head office at [ADDRESS] ( “Company”),
and [SUPPLIER], a corporation organized and existing under the laws of
[COUNTRY/STATE], having its head office at [ADDRESS] (“Supplier”).


RECITALS
The Company engages in the manufacturing and sales of [COMPANY
DESCRIPTION], and desires to receive the supply of the [PRODUCTS]
from SUPPLIER.


SUPPLIER engages in the manufacturing of [PRODUCTS], and desires to
manufacture and sell [PRODUCTS] for and to the Company.


NOW, THEREFORE, it is agreed between the parties as follows:


                               Chapter 1: General Provisions
Article 1.        Definitions
The terms stated in each of the following Items will have the meanings
stipulated in each of those Items in this Agreement.
1.1    “Individual        Agreements ”          in     this    Agreement    means    individual
       agreements on               orders made by the Company and accepted by
       SUPPLIER that are stipulated in Article 3.
1.2    “Products” in this Agreement means [PRODUCT DESCRIPTION]
       manufactured or processed by SUPPLIER, and sold by SUPPLIER to
       the Company.
1.3    “Semifinished          Products”        in    this Agreement        means   intermediate
       products of [PRODUCTS] manufactured or processed by SUPPLIER,
       and sold by SUPPLIER to the Company (collectively, “Intermediate
       Products”), or Intermediate Products that are put to the next stage of
       the process of manufacturing or processing of the Products out of


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       those Intermediate Products stored by SUPPLIER.
1.4    “Supplied Products” in this Agreement means raw materials or
       components or materials stipulated in Article 15.1.
1.5    “Confidential Information” in this Agreement means all technical
       information such as drawings, written standards , specifications,
       manufacturing techniques, computer data, samples disclosed or
       provided by either party of the parties to this Agreement to the other
       party in performing this Agreement and Individual Agreements, and
       management information such as business plans, price lists, pricing
       data, financial projections, plans of launching new products, lists of
       customers, or any other information which the other party clearly
       indicates in writing or orally is confidential. If that Confidential
       Information is orally disclosed or provided, the disclosing party must
       clearly indicate that that Confidential Information is confidential as of
       the disclosure, and that Confidential Information must be confirmed
       in writing within 30 days from the disclosure. If any of the following
       Items      apply,      however,        the     information         will   be    excluded    from
       Confidential Information.
       (a) Information that was already publicly known at the time of
             disclosure by the other party;
       (b) Information that was already in the party ’s possession at the time
             of disclosure by the other party;
       (c) Information that has become publicly known or used after
             disclosure by the other party without reasons attributable to the
             receiving party;
       (d) Information that was legally obtained from a duly authorized third
             party;
       (e) Information           of    which      disclosure        is    required     by   laws   and
             regulations, or court orders, and by other government or public
             authorities such as administrative agencies.                             The parties will
             notify the other party ahead of the disclosure that a disclosure of
             confidential information is required, the grounds of which that
             disclosure is required, the scope of disclosure, and the party to


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             which it is disclosed, as promptly as possible.
1.6    “Disclosing Party” in this Agreement means a party that discloses or
       provides        the    Confidential          Information           in   accordance     with   this
       Agreement and Individual Agreements.
1.7    “Receiving Party” in this Agreement means a party that receives the
       Confidential Information in accordance with this Agreement and
       Individual Agreements.


Article 2.        Manufacturing of the Products
2.1    SUPPLIER will manufacture or process for the Company the Products
       and/or the Semifinished Products in accordance with this Agreement
       and Individual Agreements.
2.2    The Company will not newly consign to any third party other than
       SUPPLIER, a manufacturing or a process of the Products and/or the
       Semifinished          Products        that    are     the    subjects       of   the   Individual
       Agreements, a whole or a part of which are based on SUPPLIER’s
       formulation during the effective period of this Agreement.


Article 3.        Execution of the Individual Agreements
3.1    Unless otherwise stipulated by the parties, all provisions stipulated in
       this Agreement will apply to the Individual Agreements exchanged
       between the parties.
3.2    The purchase order of the Products will be made by the Company to
       SUPPLIER in accordance with the ordering procedures indicated in
       Attachment A, and will be received by SUPPLIER’s accepting in
       writing (“Order Confirmation”).
3.3    If the terms indicated in the Order Confirmation accepted by
       SUPPLIER are different from the terms of the purchase order
       indicated in Article 3.1, that purchase order will come into effect upon
       written acceptance by the parties.
3.4    If the Company intends to change a whole or a part of those
       Individual Agreements, the Company will deliver t o SUPPLIER a
       document that indicates the details of the change ( “Change Notice”),


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       and may change a whole or a part of those Individual Agreements
       upon SUPPLIER’s prior written acceptance.
3.5    If the Change Notice stipulated in the preceding Paragraph is made
       after the commencement of manufacturing or processing of the
       Products and/or the Semifinished Products by SUPPLIER, or after a
       purchase order of raw materials and other materials used for the
       manufacturing           or    the     processing         of    the   Products   and/or   the
       Semifinished Products, the Company must pay to SUPPLIER labor
       costs and raw material costs incurred by SUPPLIER in connection
       with the manufacturing or the processing of the Products and/or the
       Semifinished Products.


                                        Chapter 2. Delivery
Article 4.        Transportation Method and Terms of Delivery
4.1    The transportation method of the Products and/or the Semifinished
       Products will be air freight or ocean shipment or truck or rail
       shipment.
4.2    If there is any possibility that SUPPLIER might not make a delivery
       by the deadline designated by the Company, SUPPLIER must
       immediately notify the Company of such possibility. The parties will
       cooperate in good faith to minimize the delay in delivery, and will
       decide a new deadline upon mutual consultation between them.
       Even if the deadline is changed by mutual consultation between the
       parties, SUPPLIER will not be relieved of any legal remedies of the
       Company associated with that delay in delivery.
4.3    Notwithstanding any provisions in the preceding Paragraph, the
       Company agrees that, if any delay in delivery occurs because of
       reasons stipulated in each of the following Items, it will exempt
       SUPPLIER from any damages incurred by the Company for reasons
       attributable to that delay in delivery.
       (a) Reason attributable to any delay in su pplying the Supplied
             Products to SUPPLIER by the Company stipulated in Article 15;
             or


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       (b) Reason attributable to a deficiency in quantity, transformation,
             contamination,           damage,        or     other     reasons   of   the   Supplied
             Products supplied by the Company to SUPPLIER; or
       (c) Reason not attributable to SUPPLIER such as a delay in
             shipment of Supplied Products by Company, a delay in customs
             procedures that are not the fault of SUPPLIER, or delay in
             determining shipment by the Company.


                                      Chapter 3. Inspection
Article 5.        Inspection
Upon arrival of the Products and/or the Semifinished Products at the
delivery place indicated in the Individual Agreements, the Company will
inspect those Products and/or the Semifinished Products at its own
expense and responsibility, and if there is any excess or deficiency in
quantity or defective products in the Products and/or the Semifinished
Products, the Company must notify SUPPLIER in writing within seven days
after the arrival of those Products and/or those Semifinished Products at
the    delivery      place      indicated       in    the    Individual Agreements.          If   no
notification is made within that period, it will be deemed that the
inspection of those Products and/or those Semifinished Products has been
completed upon expiration of that period.                           “Defective products” in this
Agreement means the Products and/or the Semifinished Products that do
not meet the terms stipulated in Article 12, and those Defective Products
will not include any “damage” stipulated in Article 8.2, and any defect
stipulated in Article 13.


Article 6.        Claims
6.1    If the Company discovers any excess or deficiency in quantity in the
       Products and/or the Semifinished Products as a result of the
       inspection under the preceding Article, the Company will notify
       SUPPLIER in writing in accordance with provisions in the preceding
       Article. If there is any excess in quantity SUPPLIER will accept the
       excess products within the reasonable period of time separately


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       stipulated by the Company, and if there is any deficiency in quantity,
       SUPPLIER will additionally deliver that deficient quantity without
       delay.
6.2    If the Company discovers any Defective Product in quantity in the
       Products and/or the Semifinished Products as a result of the
       inspection under the preceding Article, the Company will notify
       SUPPLIER in writing in accordance with provisions in the preceding
       Article, and SUPPLIER will redeliver the substitute or modify that
       Defective Product within the reasonable period of time separately
       determined by the Company.
6.3    In the circumstance in the pre ceding Paragraph, if there is any
       justifiable reason that makes the redelivery of the substitute or the
       modification of the Defective Product within the reasonable period of
       time designated by the Company impossible, SUPPLIER will promptly
       refund the proceeds corresponding to the value of that Defective
       Product upon consultation with the Company.
6.4    Where the purpose of the Individual Agreements might not be
       achieved even by the response measures by SUPPLIER in the
       foregoing three Paragraphs, only if tha t failure is attributable to
       SUPPLIER, the Company may cancel that Individual Agreement, and
       the Company may claim for an ordinary indemnification for damage
       directly incurred by the Company for reasons attributable to that
       Defective Product.
6.5    Notwithstanding the provisions in the foregoing four Paragraphs, if
       SUPPLIER falls under any of the following Items, it will not owe any
       responsibility to the Company.
       (a) Where a Defective Product is caused by following the Company ’s
             instruction with respect to designing, manufacturing, processing,
             or    other     matters of          the    Products          and/or   the   Semifinished
             Products;
       (b) Where a Defective Product is caused by the Supplied Products
             supplied by the Company (except in the case when SUPPLIER
             inspects such Supplied Products as described in Article 16


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             hereof);
       (c) Where a Defective Product is caused by reasons after SUPPLIER
             delivered to an air freight forwarder or other freight forwarder the
             Products and/or the Semifinished Products in accordance with
             Article 4; or
       (d) Where the Company fails to notify SUPPLIER within the period
             stipulated in the preceding Article.


Article 7.        Special Acceptance of the Defective Products
With respect to the Products and/or the Semifinished Products that have
become Defective Products, the defect of whi ch is limited, and the use of
which is recognized by the Company as possible by the Company ’s
device, the Company may accept those Defective Products by reducing
the amount of the proceeds of those Defective Products depending on the
degree and the scope of the defect, and the amount will be decided upon
mutual consultation between the parties.


Article 8.        Ownership of the Products and Risk of Loss
8.1    Ownership of the Products and/or the Semifinished Products will be
       transferred from SUPPLIER to the Company at the time when the
       Products are delivered to an air freight forwarder or other freight
       forwarder in accordance with Article 4.
8.2    Regardless of the time of transfer of the ownership of the Products
       and/or the Semifinished Products, SUPPLIER will bear loss or
       damage of the Products and/or the Semifinished Products arising
       before the delivery of those Products and/or those Semifinished
       Products, excluding any loss or damage attributable to the Company,
       and the Company will bear the loss or damage of the Produ cts and/or
       the Semifinished Products arising after the delivery of those Products
       and/or those Semifinished Products, excluding any loss or damage
       attributable to SUPPLIER.


                                        Chapter 4. Payment


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Article 9.        Price
The price of the Products and/or the Semifini shed Products purchased by
the Company from SUPPLIER will be decided by the agreement between
the parties, and will be stipulated in Attachment B.


Article 10.       Terms of Payment
10.1 When an Individual Agreement is concluded, t he Company will
       immediately make payment to SUPPLIER via [PAYMENT METHOD] to
       SUPPLIER within [NUMBER OF DAYS] days of invoice date.


                                         Chapter 5. Quality
Article 11.       Quality Control
The Company will decide the specification of the Products and/or the
Semifinished Products upon mutual consul tation between the parties, and
the Company will prepare and provide to SUPPLIER specifications,
drawings, technical data, and other data that the Company deems to be
necessary under manufacturing control and quality control of the Products
and/or      the     Semifinished           Products        (collectively,   “Product   Standard
Documents”) in performing this Agreement.


Article 12.       Quality Assurance
SUPPLIER guarantees the Company that the quality of the Products
and/or the Semifinished Products meets the specifications stipula ted by
the Company in the Product Standard Documents.


Article 13.       Product Liability
13.1 If any consumer or third party (including corporations such as
       distributors, collectively “Consumers”) raises any complaint that life,
       body, or property is damaged as a re sult of using the Products sold
       by the Company (“Consumer Complaint”), and if the Company
       determines that there is any doubt that the cause of that damage lies
       in the Products, the Company will promptly inform SUPPLIER, and
       the parties will use their effor ts to investigate into that cause upon


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     mutual consultation.
13.2 The contact point of the Consumer Complaint will be the Company,
     and SUPPLIER will cooperate to handle and settle that Consumer
     Complaint.
13.3 If any claim, such as a claim for damages that is rai sed for reasons
     attributable to any defect of the Products sold by the Company in
     accordance with the Product Liability Law, is made by Consumer
     against either party, such party will immediately notify to the other
     party, and examine the handling method up on mutual consultation
     between the parties in good faith.
13.4 If the Consumer Complaint is determined to be attributable to
     SUPPLIER as a result of the investigation of the cause stipulated in
     Article 13.1, SUPPLIER will bear any damages necessary for settling
     any    indemnification     for   damages        stipulated         in     the          preceding
     Paragraph (including settlement and other money that have the
     nature of damages), and litigation expenses and other expenses
     (including attorney’s fees).        If the occurrence of that Consumer
     Complaint falls under the reason attributable to the Company, or if
     the defect of the Products falls under any of the following reasons,
     however, the Company will bear those damages and litigation
     expenses.
     (a) The defect has occurred as a result of following the Company’s
           instructions with respect to the designing, manufacturing, or
           processing of the Products and/or the Semifinished Products;
     (b) The defect has occurred for reasons attributable to the Supplied
           Products supplied by the Company (except in cases when
           SUPPLIER inspects such Supplied Products as described in
           Article 16);
     (c) The     defect   has   occurred      for   any reason               after      SUPPLIER
           delivered the Products and/or the Semifinished Products t o an
           air freight forwarder or other freight forwarder in accordance with
           Article 4;
     (d) The     defect   has   occurred      for    reasons       attributable               to     any

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            instruction and explanation, or any warning indicated on a
            container,    a   box   or   the     like    of      the   Products         and/or           the
            Semifinished      Products,    or     any         other     indications          or      false
            indications on the Products and/or the Semifinished Products .
13.5 If    SUPPLIER      pays to those Consumers damages for                                  reasons
     stipulated in any of each Item in the preceding Paragraph, or for
     reasons attributable to the Company upon consultation in Article
     13.3, SUPPLIER may submit a claim to the Company for the payment
     of those damages.


Article 14.    Collections and Other Measures
14.1 If there is any defect in indications or explanations, or any defect in
     quality, or such threat in the Products or the Semifinished Products,
     and if the Company notifies and advertises to the Consumers
     information regarding the Products, and conducts any measures such
     as a collection of the Products on the grounds of this, any expense
     required for this such as advertisement expenses, transportation
     expenses, storage charges, and disposal fees will be borne by the
     Company.
14.2 For any indemnification between the parties related to any damage
     other than expenses in the preceding Paragraph, the parties will be
     subject to the provisions in the preceding Article.


          Chapter 6. Intellectual Property Rights and Confidentiality


Article 15.    Intellectual Property Rights
15.1 Any rights to apply for and obtain intellectual property rights related to
    any creation such as inventions, ideas, and designs made in the course of
    performing this Agreement (“Inventions, etc.”) will belong to either
    party in accordance with which party the person conducting those
    Inventions, etc. belongs to, and the rights to the Inventions, etc. jointly
    conducted by the parties will be shared by the parties depending on the
    share based on the proportion of contributions by them to those

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    Inventions, etc.
15.2 If either party applies for intellectual property rights in accordance with
    the preceding Paragraph, the party will make a prior written notice to
    the other party.
15.3 In manufacturing or processing the Products and/or the Semifinished
     Products, if the Company instructs SUPPLIER in writing to practice
     the Inventions, etc. related to the intellectual property rights held by
     a third party, the Company will bear any expenses and procedures
     necessary for the practice such as paying the license fees by
     receiving a license from that third party.
15.4 The parties will discuss and examine the method of practice the third
     party’s intellectual property rights for which the license has been
     obtained in accordance with the preceding Paragraph, and other
     matters.
15.5 If any dispute such as an infringement of rights related to intellectual
     property rights between any third party arises with respect to the
     Products and/or the Semifinished Products, the parties will notify to
     the other party, and the party causing that dispute will handle and
     settle that dispute at its expense and respo nsibility.            If that dispute
     occurs for reasons not attributable to both parties, and if it is not
     clear whether that dispute has occurred for reasons attributable to
     either party, the parties will discuss and examine the handling
     method in good faith.


Article 16.   Confidentiality
16.1 The Receiving Party will maintain the Confidential Information with t he
    due care of a manager during the effective period of this Agreement and
    for three years after the termination of this Agreement, and must
    neither disclose, leak, provide, assign, lend or place for inspection to any
    third party a whole or a part of that Confidential Information, nor use
    that Confidential Information for any purpose other than manufacturing,
    processing, and sales of the Products and/or the Semifinished Products
    without obtaining the Disclosing Party ’s prior written acceptance.

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16.2 The Receiving Party may not conduct any manufacturing, processing, or
    sale by using the Confidential Information disclosed or provided by the
    Disclosing Party for the Receiving Party or a third party without
    obtaining the Disclosing Party ’s prior written acceptance.
16.3 If the Receiving Party is requested by the Disclosing Party, or if this
     Agreement terminates or expires, the Receiving Party will promptly
     return to the Disclosing Party, or dispose or delete that Confidential
     Information disclosed or provided by the Disclosing Party, and its
     copies.     Unless otherwise stipulated, the Receiving Party will follow
     the Disclosing Party’s instructions with respect to any method of
     disposing or deleting that Confidential Information.


                          Charter 7. Cancellation, etc.
Article 17.    Cancellation
If the other party falls under any of the following Items, the parties will
have the rights to immediately cancel this Agreement and the Individual
Agreements upon written notice.
     (a) The other party fails to perform the payment of the proce eds of
         the Products and/or the Semifinished Products, or breaches any
         provision in this Agreement, and fails to make any correction
         within 30 days after the written notice requesting for that
         correction;
     (b) The other party is subject to any cancellation, sus pension of the
         operations, or other disposition by the court or other government
         authorities;
     (c) The other party is warned or is subject to any disposition by a
         court or other government authorities by violating the laws and
         regulations stipulated by its hom e country;
     (d) Any      bankruptcy,   corporate   rehabilitation,         or    other     similar
         proceeding is filed to a court or other government authorities in
         connection with the other party;
     (e) The other party is filed against for any seizure, provisional
         seizure, provisional dis position, or compulsory execution for

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           maintaining its solvency;
     (f)   Any securities issued by itself, or subscribed for from the other
           party is dishonored, or the other party is subject to any
           transaction suspension by any financial institution;
     (g) The other party has resolved a dissolution;
     (h) Any reasons that might cause any doubt similar to the reasons
           stated above with respect to whether or not either party may
           perform its duties in accordance with this Agreement.


Article 18.   Acceleration
In the circumstance of the preceding Article, the canceling party may
announce to the other party that the other party must immediately pay any
obligations held by the canceling party, and all monies payable in
accordance with this Agreement, and may make the other party acc elerate
paying those obligations.        Interest shall accrue on any unpaid balances
from the date of termination at an annual rate of [NUMBER]%.


Article 19.   Measures after the Termination of this Agreement
19.1 Even if this Agreement expires or terminates, the t erms of this
    Agreement will continue to apply to the existing rights and duties of the
    parties   in    accordance    with     this    Agreement          and      the         Individual
    Agreements.      The Individual Agreements executed between the parties
    before the termination of this Agreement in accordance with Article 18
    will be subject to each of the following Items.
     (a) If the canceling party is the Company, the Company will have the
           option to cancel the Individual Agreements that have not been
           performed before the termination of this Agreemen t. If requested
           by the    Company,      however,       SUPPLIER          will manufacture or
           process the Products and/or the Semifinished Products related to
           those Individual Agreements, and provisions under Articles 21 .2
           and 21.3 will apply mutatis mutandis to the inventory disposal
           expenses of the unused Supplied Products or the Semifinished
           Products.

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     (b) If the canceling party is SUPPLIER, SUPPLIER will not be
           obliged to manufacture or process, and supply to the Company
           the Products and/or the Semifinished Products related to th ose
           Individual Agreements that have not been performed before the
           termination of this Agreement. If requested by                         SUPPLIER,
           however, the Company will accept the Products and/or the
           Semifinished Products under those Individual Agreements, and
           the provisions under Articles 21.2 and 21.3 will apply mutatis
           mutandis to the inventory disposal expenses of the unused
           Supplied Products or the Semifinished Products.
19.2 With respect to the inventory disposal expenses of the Products,
    Supplied Products, and Semifinished Products held by SUPPLIER as of the
    expiration or the termination of this Agreement, those expenses
    incurred in accordance with the Company ’s instruction or the purchase
    order will be borne by the Company, and the parties will separately
    discuss, and decide the party to bear other expenses, and the percentage
    of bearing those expenses at that time.
19.3 Unless otherwise agreed to by the parties, the inventory disposal
     expenses stipulated in the preceding Paragraph will be subject t o
     each of the following Items.
     (a) With respect to the Products, the price of the Products agreed by
           the parties in accordance with Attachment B; and
     (b) With respect to the Supplied Products and the Semifinished
           Products, the procurement price or the manufacturing price.
19.4 Even after the termination of this Agreement, any provision regarding
     any claim stipulated in Article 6 will be valid only within the notice
     period stipulated in Article 5, and any provision stipulated in Article
     20 regarding the intellectual property rights will be valid d uring the
     period of duration of those intellectual property rights, and any
     provision in Paragraph 2, Articles 8 (Ownership of the Products and
     Risk of Loss), Article 13 (Product Liability), Article 14 (Collections
     and    Other    Measures),      Article   32    (Arbitrat ion),    and Article           33
     (Governing Law) will remain valid.

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                         Chapter 9. General Provisions
Article 20.   Representations and Warranties
20.1 The parties represent and warrant the following matters.
     (a) Each party is duly organized and existing effectively under the
          laws of the State or the country in which it is incorporated, and
          holds all power and authority necessary to perform the execution
          of this Agreement and the performance of this Agreement; and
     (b) The execution, delivery, and the performance of this Agreement
          whether oral or written, does not conflict with any agreements or
          legal documents that the parties ma de as contracting parties, or
          bind those contracting parties, and does not infringe any laws, or
          regulations stipulated by any authorized court or any other
          government authorities.
20.2 SUPPLIER represents and warrants that it has the authority to export the
    Products and/or the Semifinished Products to [COUNTRY NAME], and
    that no legal, administrative, or other material risk that prevent them
    from being able to export the Products and/or the Semifinished Products.
20.3 The Company represents and warrants that it has the authority to
     import the Products and/or the Semifinished Products to [COUNTRY
     NAME], and that no legal, administrative, or other material risk that
     prevent them from being able to import the Products and/or the
     Semifinished Products.
20.4 If either party infringes any representation or warranty stipulated in
     this Agreement, the other party may immediately terminate the
     Agreement.


Article 26.   Period of the Agreement
Unless either party make s a three-month prior written notice to the other
to terminate this Agreement, the Agreement will continue to be valid
during the one-year period commencing on the day first written above, and
will be automatically renewe d on a yearly basis after the expiration of the
first period of this Agree ment.

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Article 27.   Force Majeure
If any emergency or casualty of nature that would become a reason of
force majeure takes place on the side of either party, or the parties, and if
the performance of any of the operations under this Agreement is hindered
as a result of that emergency or casualty, neither party will bear the
responsibility for it by whatever means for the reason of delay in the
performance attributable to that event.            T he “force majeure” in this
Agreement means any events beyond the control of the parties, which
include, without limitation, strikes, lockout, riots, wars, accidents, shortage
or breakage of raw materials necessary for the performance of this
Agreement, delays caused by subcontractors, purchasers or customers,
incapability of acquisition due to or substantial increase in the price of
labor, materials or manufacturing equipment, fires, acts of God, shortage
or incapability of acquisition of sufficient electri city or other energies, and
orders, whether the period is effective or invalid, from a competent
apparatus of government, whether existing or thereafter organized.


Article 28.   Non-Assignment of Rights and Obligations
Neither party may assign to any third party any rights or obligations under
this Agreement and the Individual Agreements without the prior written
acceptance of the other party.         If the other party agrees with any
assignment or transfer, this Agreement or the Individual Agreements will
inure to the benefit of a successor or assignee, and will bind that
successor or assignee.


Article 29.   Compliance
29.1 The Company will obtain and maintain any license, permission, and
     approval required for the performance of this Agreement, and comply
     with all the applicable laws and regulations stipulated by [COUNTRY
     NAME (STATE)] in performing this Agreement.
29.2 SUPPLIER will obtain and maintain any license, permission, and
     approval required for th e performance of this Agreement .

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Article 30.   Relationship of the Parties
The parties are independent contractors, and no provision in this
Agreement constitutes or will be interpreted to create any partnership,
agency relationship, or joint venture between the parties. If agreed to in
writing upon mutual consultation betw een the parties, however, the parties
will be subject to the provisions of that agreement.


Article 31.   Notice
31.1 All notices related to this Agreement will be sent or mailed in English
     by facsimile, e-mail, registered mail with a delivery record, or other
     method to the address of the business office specified in the Recitals
     of this Agreement, or to the address separately notified in writing by
     either party to the other party.
31.2 If the notice in the preceding Paragraph is made by facsimile or e -
     mail, the party who received that notice must dispatch to the other
     party a notice stating that it has received that notice.
31.3 The notice stipulated in the preceding two Paragraphs will be
     deemed to have arrived upon dispatch.


Article 32.   Arbitration
All disputes, contr oversies, differences of opinions arising between the
parties in connection with this Agreement and the Individual Agreements ,
or breaches of this Agreement and the Individual Agreements , that are not
settled even by consultation between the parties in goo d faith in efforts to
arrive at an amicable settlement will be finally settled by arbitration in
[NAME    OF       LOCATION]      in    accordance             with        [NAME           OF     LOCAL
ARBITRATION           REGULATIONS].        The      award            of     the      arbitration        by
arbitrators will be final and binding upon the parties.


Article 33.   Governing Law
This Agreement and the Individual Agreements will be governed by, and
construed        in    accordance      with      the           laws         of          [NAME           OF

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COUNTRY/LOCATION] with respect to all matters including their validity,
construction, and performanc e.


Article 34.   Language
This Agreement is prepared in English.            Any difference or controversy
arising between any translations of this Agreement, the English version
will prevail in all respects.


Article 35.   Entire Agreement
This Agreement will constit ute the final and entire agreement between the
parties with respect to all provisions stipulated in this Agreement, and will
prevail over all previous discussions, understandings, and agreements
between the parties in connection with this Agreement.                This Agreement
may be corrected, revised, altered, or changed only by the instrument duly
prepared by an authorized representative of the parties.


Article 36.   Severability
If any or a part of the provisions stipulated in this Agreement is
determined as invalid or impossible to be performed, the remaining part of
that provision will continue to be completely effective.


Article 37.   Headings
The headings stipulated in each of the Articles of this Agreement are
solely for convenience, and will not be taken into consideration for any
purpose in construing this Agreement.




IN WITNESS WHEREOF, the parties in this Agreement have prepared this
Agreement in English and have caused their duly authorized officers or
representatives to affix their seals to this Agreeme nt on the date first
written above.


SIGNATURE,       NAME,     TITLE,    LOCATION         AND     DATES         FOR      BOTH

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PARTIES.




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DOCUMENT INFO
Description: This is an agreement between a supplier and a company for the supply of specific goods. This agreement contains all of the essential terms, such as the purchase price, delivery, payment, the type of goods, quality, and confidentiality. In addition, the particular ordering procedures and an order confirmation can be attached under “Attachment A” of this agreement. This agreement can be used by small businesses that manufacture and supply goods. This agreement can also be used by small businesses or other entities that want to engage the services of a supplier for the supply of goods over a period of time.