精品英文合同模板-solesourcesupplyagreement

精品英文合同模板-solesourcesupplyagreement内容摘要：

m Order Criteria) of this Agreement, Supplier39。 s obligations pursuant to Section shall remain in full force and effect. Buyer Forecast. [Buyer estimates that its requirements for the Products in the [ ] years ending [ ], 20[ ] to [ ] 20 [ ] will be as set out in Exhibit “B” Product Demand Forecast, to this Agreement. OR Forecasts. Buyer shall provide Supplier with a forecast of its requirements for Products in respect of each calendar month during the continuance in force of this Agreement. Each such forecast shall be provided not later than [ ] months prior to the calendar month to which it relates. It is expressly acknowledged by the parties that all such forecasts shall be indicative 5 These optional clauses are appropriate for the drafter that wants to include more specific language and provisions regarding supplier exclusivity and buyers agreement to buy only from supplier provided that supplier can provide sufficient capacity. Clause covers the issue of sufficient capacity without reference to exclusivity. 6 Note that it is assumed that the drafter will include this clause in their final contract. Clause is referenc ed throughout this model contract, in clauses , , , and so on. If Clause is deleted, the drafter will also need to revise or even delete these other clauses. of Buyer‟s estimated requirements, but shall not constitute legally binding purchase orders for the purposes of clause 2 of this Agreement. Supplier warrants to Buyer that it will [make available sufficient manufacturing capacity] [ensure supplies of sufficient quantities of Products] to satisfy all of Buyer‟s requirements in [all] [both] such [years] provided that Buyer gives Supplier not less than [Period] written notice prior to the mencement of each such [year] of its intention to purchase its entire requirement for the Products from Supplier]. Optional Clause Regarding Product Permits: Permits. Prior to the installation of the Products, Buyer shall procure and pay for all necessary [licenses, permits, authorisations and inspections] required in connection with the Products. Supplier shall not be responsible for any failure of the Products or their installation to ply with [codes, regulations, standards] of [appropriate government agency or department]. 3. PURCHASE ORDERS All supplies and purchases of Products pursuant to this Agreement shall be made in accordance with individual purchase orders placed by Buyer with Supplier. Acceptance by Supplier of any such purchase order shall be indicated by written7 acknowledgement thereof by Supplier. In the event of any conflict between the terms and conditions of any purchase order and the terms and conditions of this Agreement, the latter shall prevail subject to the express agreement by the parties that the former should prevail. Cancellation of Purchase Order. Buyer shall have the right to cancel any purchase order or part thereof by giving written notice to Supplier not later than thirty (30) days after such purchase order was placed. In such event, Supplier shall cease all work in relation to such cancelled purchase order but shall be entitled to receive from Buyer, subject to the production of such documentary evidence as Buyer may reasonably require, reimbursement of costs incurred by Supplier in connection with preparatory work undertaken prior to the giving of such written notice including, without limitation, materials and labour costs. Personnel for Installation or Other Assistance. Any request that Supplier supply labour at the delivery site(s) for installation or other assistance shall be stated in the Purchase Order and the cost of such labour, including any premium for overtime, shall be negotiated for each order. 7 Pursuant to Article 11 of the Contract Law, the term “in writing” refers to a form which is capable of tangibly representing its content, such as written instruments, letters and data messages (including telegrams, telexes, facsimiles, electronic data exchange and messages). 4. SPECIFICATIONS Products shall meet the specifications stated in Exhibit “C” to this Agreement or such other specifications as the parties may at any time agree in writing. [The parties acknowledge that such specifications may need to be adjusted based on [performance/ quality] testing at Buyer‟s plant]. Supplier undertakes to give to Buyer not less than [ ] months‟ prior written notice of any changes to [its] [its suppliers‟] processes or raw materials used in the manufacture of the Products, and shall consult Buyer in relation to any possible adverse effects on the [Products] [Buyer‟s manufacturing processes] and not implement any such change without Buyer‟s prior written consent. Notwithstanding clause of this Agreement, Supplier shall have the right to adjust the specifications of the Products at any time without Buyer‟s prior written consent if such adjustment is required to ply with any law or regulation of any kind whatsoever. Changes, Delays. At [any time] prior to delivery, Buyer may request in writing any substitutions, deviations, additions, or deletions (hereinafter referred to as Changes) in the Products and in the specifications or drawings incorporated in this Agreement or the Purchase Order. All of the terms and conditions of this Agreement shall apply to such Changes. If Supplier39。 s performance is delayed by any such Changes or by other causes within control of Buyer, Buyer agrees to reimburse Supplier for reasonable and documented expenses incurred as a result of such delay, including without limitation, the costs of storing, maintaining, repairing, and refurbishing Products, demurrage, labour and material escalation and pull out charges. Upon reque。