This
agreement (“Agreement” ) is made on ........................... by and between
(1)
___________, a company
organised and existing under the laws of India, having its registered office
_____________________, listed at the _______________ of Commerce Number xxx (hereinafter referred to as
“______”; and
(2)
....................................(Supplier),
a company organised and existing under the laws of..............., having its
registered office at...................., ("Seller"); also referred
below individually as “Party” and together as “Parties”
Whereas ________ wishes to
acquire the supply of the products defined below and whereas Seller wishes to
supply and deliver such products to ________.
________
and Seller respectively agree to the following:
1. SUPPLY
OF PRODUCTS
1.1
During the term of this
Agreement and any extension hereof, the Seller shall sell and supply the
products as set out in Schedule 1 hereto (“Products”) to ________ and ________
shall buy from the Seller such Products on a nonexclusive basis.
1.2
The specifications of the
Products are set out in Schedule 2 hereto.
1.3
Seller shall provide to
________ the technical information and material in regard to the Products as
set out in Schedule 3 hereto.
2. ORDERS
2.1
Each purchase and sale
between ________ and Seller shall be evidenced by an order placed by ________
(“Order” or in plural “Orders”) to Seller in accordance with the terms and
conditions of this Agreement and the Seller Company shall accept such Orders in
writing within 2 working days after receipt of the Order. If the Seller Company
does not send a written order confirmation within 2 working days after receipt
of the Order, the Order shall be deemed to be accepted by the Seller Company.
As long as this Agreement is in force and effect the terms and conditions of
this Agreement shall apply to all Orders and all order confirmations of Seller.
2.2
Orders shall be placed by
________ to Seller in writing (including, without limitation, by e-mail, fax,
letter). Each Order shall contain
(a)
the Products and the
quantity of each Product ordered by ________,
(b)
the price and
(c)
the destination (address) of
delivery (“Destination of Delivery”).
2.3 Neither the Seller´s
Company terms and conditions of sale and delivery nor the ________ Company
terms and conditions of purchase shall apply to any purchase and sale made
under this Agreement.
3. PRICE
3.1
The price
("Price") for the Products on the basis of DDP, Destination of
Delivery as determined in the Order, _________, is specified in Schedule 4
hereof. The Price includes statutory VAT and other taxes, if any.
3.2
The price remains fix for
the period of the contract.
4. INVOICING
AND PAYMENT
4.1
________ shall pay to Seller
the Price for the Products ordered within 30 days of receipt of invoice.
5. DELIVERY
AND STOCK
5.1
The date for delivery shall
be as specified in the order. The minimum delivery time is 3 weeks.
5.2
Seller shall forthwith give
notice to ________ of any likely delay in delivery of which it becomes aware
and shall provide ________ with prompt and reasonable notice of the
re-scheduled delivery date.
5.3
If Seller is late with any
delivery of Products, ________ shall have the right to cancel the Order for
such Products at any time before delivery of relevant Products is
effected.
5.4
In order to ensure punctual
deliveries, Seller shall hold during the term of this Agreement a minimum stock
of ..............
6. TITLE
AND RISK
6.1
Title and all risk of loss
or damage to the Products shall pass from the Seller to ________ when the
Products shall be received and unloaded on the basis of DDP, Destination of Delivery
as determined in the Order,___________.
7. WARRANTY
AND PRODUCT LIABILITY
7.1
The Seller warrant that the
Products shall
(a)
conform to the technical and
quality standard and specifications as set out in Schedule 3 hereto,
(b)
be safe, of good quality and
free from any defect in manufacturing or material,
(c)
correspond strictly with any
and all representations, descriptions, advertisements, brochures, drawings,
specifications and samples made or given by Seller, and
(d)
fit for the purpose
of.................. (Product purpose to be filled in).
________ shall inspect the
received Products within 14 days after receipt of the delivery and shall inform
the Seller within a further period of 3 working days of any apparent defect.
Non-apparent defects shall be informed to the Seller within 14 days after they
have become apparent.
7.2 If the Products are
defective and/or do not conform with the warranty given in Art. 7.1 above
("Defective Products"), the Seller shall, at the option of ________
(a)
replace the Defective
Products with Products in accordance with the warranty set out in Art. 7.1
above as soon as possible without any additional cost to ________, or
(b)
repair the Products without
any additional cost to ________, or
(c)
reimburse ________ the Price
paid for the Defective Products.
7.3
Seller shall indemnify and
hold ________ harmless from and against all claims, actions, damages, losses,
liabilities (including, without limitation, product liability claims) and other
expenses (including lawyer´s and other legal fees) which ________ may suffer or
incur as a result of the delivery of Defective Products or a breach of the
obligations set out in this Agreement by Seller.
7.4
Any claim made under the
breach of the warranty obligation as defined in Article 7.1 and 7.2 above shall endure for a period of 24 months
after the date of delivery of the Products and any claim made under Art. 7.3
above shall endure until the expiration of the relevant statutes of
limitations.
8. MANAGEMENT
REPORTING
8.1
Seller shall report to
________ on a quarterly basis the following management information:
........................................................................................................................
.........................................................................................................................
..........................................................................................................................
9. TERM
AND TERMINATION
9.1
This Agreement shall come
into force and effect on ..................(“Effective
Date”) and shall remain
effective for a period of one (1) year. It shall be automatically renewed for
subsequent periods of three (3) months each, unless
(a)
any party gives to the other
party a written notice not to renew this Agreement at least one (1) month prior
to the expiration of the initial term or any such subsequent term of this
Agreement, or
(b)
this Agreement terminates in
accordance with 9.2 below.
9.2 Notwithstanding Art. 9.1 above this Agreement
may be terminated at any time by each party on written notice with immediate
effect in the event that:
(a)
proceedings in bankruptcy or
insolvency are instituted by or against the other party or a receiver, trustee,
administrator or liquidator is appointed in respect of any part of the other
party´s assets or any similar relief is granted under any applicable bankruptcy
or equivalent law;
(b)
one party (the defaulting
party) shall be in breach, non-observance or nonperformance of any of its
obligations in this Agreement and does not remedy the same within 14 days of
notice of such failure or breach being served upon it by the other party (the
non-defaulting party).
10. FORCE
MAJEURE
10.1
In this Section “Force
Majeure” shall mean any event beyond the reasonable control of ________ or
Seller, and which is unavoidable not withstanding the reasonable care of the
party affected, and shall include but not be limited to war, insurrection,
riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake,
flood, unavoidable accident, epidemic, act of God, action or inaction of any
governmental official or agency (civil or military) and refusal of any licences
or permits, if properly applied for.
10.2
If either Party is prevented
from or delayed in performing any of its obligations under this Agreement by an
event of Force Majeure, then it shall notify the other in writing of the
occurrence of such event and the circumstances thereof within fourteen (14)
days after the occurrence of such event.
10.3
The Party who has given such
notice shall be excused from the performance or punctual performance of its
obligations under this Agreement for so long as the relevant event of Force
Majeure continues and to the extent that such Party’s performance is prevented
or delayed. The occurrence of any event of Force Majeure affecting either party
shall not give rise to any claim for damages or additional costs and expenses
suffered or incurred by reason of Force Majeure.
10.4
If the performance of the
work by ________ is substantially prevented or is delayed for an aggregate
period of more than sixty (60) days on account of one or more events of Force
Majeure during the currency of this Agreement, ________ and or Seller may
terminate this Agreement by giving
written notice to Seller and / or ________ as the case may be.
11. NOTICES
All notices, requests,
demands and other communications shall be in writing (including fax) in the
English language and shall be addressed as follows (or to such other address as
notified in writing by one party to the other party):
If to ________ to: Mr.
xxx
address
Fax:
xxx
If to the Seller to:
...........................
...........................
............................
..............................
:
12.
MISCELLANEOUS
12.1
This Agreement shall be
governed by and construed in accordance with the laws of Belgium.
12.2
All disputes between the
parties as to the validity, execution, performance, interpretation or
termination of this Agreement will be submitted to the exclusive jurisdiction
of the Courts of _____________.
12.3
All Schedules attached to
this Agreement are incorporated herein and shall be part of this Agreement.
12.4
Except as otherwise
specifically provided herein, neither party may assign this Agreement or any of
its rights, interests or obligations hereunder without the prior written
consent of the other party.
________ and Seller have
executed this Agreement at the day and year first above written.
________
Seller
______________________
______________________
Name:
Name:
Title: Title:
Date: Date:
SCHEDULE
1: LIST OF PRODUCTS
SCHEDULE
2: SPECIFICATIONS OF PRODUCTS
SCHEDULE
3: TECHNICAL INFORMATION AND MATERIAL
SCHEDULE
4: PRICES OF THE PRODUCTS
0 Comments
Thank you for your response. It will help us to improve in the future.