SUPPLY AGREEMENT
Product Supply Agreement
| Agreement Date / Agreement Date | ____________________ |
| Buyer / Buyer | ____________________
Address: ____________________ |
| Supplier / Supplier | ____________________
Address: ____________________ |
THIS SUPPLY AGREEMENT (the "Agreement") is made and entered into as of the date first written above by and between the Buyer and Supplier identified above. The parties agree as follows:
This Supply Agreement (the "Agreement") is made and entered into as of the date first written above by and between the Buyer and Supplier identified above. The parties agree as follows:
1. SCOPE OF AGREEMENT / Scope of Agreement
_1.1 The Supplier agrees to manufacture and supply, and the Buyer agrees to purchase, the products described in Schedule A (the "Products"), subject to the terms and conditions of this Agreement.
1.1 The Supplier agrees to manufacture and supply, and the Buyer agrees to purchase, the products described in Schedule A (the "Products"), subject to the terms and conditions of this Agreement.
1.2 This Agreement shall have an initial term of one (1) year from the Effective Date and may be renewed by mutual written agreement of both parties at least 60 days prior to expiry.
1.2 This Agreement shall have an initial term of one (1) year from the Effective Date, and may be renewed by mutual written agreement of both parties at least 60 days prior to expiry.
2. ORDERS & FORECASTS ORDERS & FORECASTS
2.1 The Buyer shall issue Purchase Orders (POs) specifying product model, quantity, unit price, delivery date, and Incoterms. Each PO shall be binding upon written acceptance by the Supplier within 5 business days.
2.1 The Buyer shall issue Purchase Orders (POs) specifying model, quantity, unit price, delivery date, and Incoterms. Each PO shall be binding upon written acceptance by the Supplier within 5 business days.
2.2 The Buyer shall provide a 12-month rolling forecast quarterly. The first 3 months of each forecast shall be firm; the remaining 9 months are non-binding estimates.
2.2 The Buyer shall provide a 12-month rolling forecast quarterly. The first 3 months shall be firm orders; the remaining 9 months are non-binding estimates.
3. PRICE & PAYMENT PRICE & PAYMENT
3.1 Unit prices are set forth in Schedule A and are fixed for the first 12 months of this Agreement. Thereafter, any price adjustment must be: (a) mutually agreed in writing; (b) supported by objective evidence of raw material cost changes (LME, Platts, or equivalent published indices); and (c) limited to 5% per annum. Confirmed POs shall not be subject to price adjustment.
3.1 Unit prices are set forth in Schedule A and are fixed for the first 12 months of this Agreement. Thereafter, any price adjustment must be: (a) mutually agreed in writing; (b) supported by objective evidence of raw material cost changes (LME, Platts, or equivalent published indices); (c) limited to 5% per annum. Confirmed POs shall not be subject to price adjustment.
3.2 Payment terms: T/T 30% deposit upon PO confirmation, 70% balance against copy of Bill of Lading. All payments in USD unless otherwise agreed.
3.2 Payment terms: T/T 30% deposit upon PO confirmation, 70% balance against copy of Bill of Lading. All payments in USD unless otherwise agreed.
4. QUALITY STANDARDS QUALITY STANDARDS
4.1 Products shall conform to: (a) the approved Golden Sample retained by both parties; (b) AQL 2.5 for major defects and AQL 4.0 for minor defects per ANSI/ASQ Z1.4; (c) all applicable safety and regulatory standards for the destination market.
4.1 Products shall conform to: (a) the approved Golden Sample retained by both parties; (b) AQL 2.5 for major defects and AQL 4.0 for minor defects per ANSI/ASQ Z1.4; (c) all applicable safety and regulatory standards for the destination market.
4.2 The Buyer has the right to appoint an independent third-party inspection company (SGS, Bureau Veritas, Intertek, or TÜV) to conduct pre-shipment inspection at the Supplier's factory. Inspection costs shall be borne by the Supplier if the defect rate exceeds 3%.
4.2 The Buyer has the right to appoint an independent third-party inspection company (SGS, Bureau Veritas, Intertek, or TÜV) to conduct pre-shipment inspection at the Supplier's factory. If the defect rate exceeds 3%, the inspection costs shall be borne by the Supplier.
5. DELIVERY
5.1 Delivery terms: FOB Shenzhen/Yantian (Incoterms 2020) unless otherwise specified in the PO. Risk of loss passes to the Buyer when goods pass the ship's rail at the port of loading.
5.1 Delivery terms: FOB Shenzhen/Yantian (Incoterms 2020) unless otherwise specified in the PO. Risk of loss passes to the Buyer when goods pass the ship's rail at the port of loading.
5.2 Lead time: 30-45 days from PO confirmation, subject to product complexity and order volume. The Supplier shall notify the Buyer immediately of any anticipated delay.
5.2 Lead time: 30-45 days from PO confirmation, subject to product complexity and order volume. The Supplier shall notify the Buyer immediately of any anticipated delay.
6. INTELLECTUAL PROPERTY
6.1 All designs, specifications, moulds, tooling, and technical documentation provided by the Buyer shall remain the exclusive property of the Buyer. The Supplier shall not use the Buyer's IP for any purpose other than fulfilling orders under this Agreement.
6.1 All designs, specifications, moulds, tooling, and technical documentation provided by the Buyer shall remain the exclusive property of the Buyer. The Supplier shall not use the Buyer's IP for any purpose other than fulfilling orders under this Agreement.
6.2 Any modifications made during manufacturing are made solely to implement the Buyer's designs and do not create new intellectual property rights. The Supplier agrees not to manufacture products based on the Buyer's designs for any third party.
6.2 Any modifications made during manufacturing are made solely to implement the Buyer's designs and do not create new intellectual property rights. The Supplier agrees not to manufacture products based on the Buyer's designs for any third party.
7. WARRANTY
7.1 The Supplier warrants that all Products shall be free from defects in materials and workmanship for a period of 18 months from the date of shipment. During the warranty period, the Supplier shall, at the Buyer's election, repair, replace, or refund the purchase price of any defective Products.
7.1 The Supplier warrants that all Products shall be free from defects in materials and workmanship for a period of 18 months from the date of shipment. During the warranty period, the Supplier shall, at the Buyer's election, repair, replace, or refund the purchase price of any defective Products.
7.2 The Supplier shall provide 2% free spare parts with each shipment to cover potential warranty claims.
7.2 The Supplier shall provide 2% free spare parts with each shipment to cover potential warranty claims.
8. LIMITATION OF LIABILITY
8.1 Each party shall be liable for its own negligence or breach of contract. Neither party excludes liability for death, personal injury, fraud, or wilful misconduct.
8.1 Each party shall be liable for its own negligence or breach of contract. Neither party excludes liability for death, personal injury, fraud, or wilful misconduct.
8.2 The Supplier's aggregate liability for defective Products in any 12-month period shall not exceed 150% of the total value of Products supplied during that period.
8.2 The Supplier's aggregate liability for defective Products in any 12-month period shall not exceed 150% of the total value of Products supplied during that period.
8.3 The Supplier shall maintain product liability insurance of not less than USD 2,000,000 per occurrence and shall name the Buyer as an additional insured. Certificates of insurance shall be provided upon request.
8.3 The Supplier shall maintain not less than USD 2,000,000 per occurrence of product liability insurance, and shall name the Buyer as an additional insured. Certificates of insurance shall be provided upon request.
9. FORCE MAJEURE FORCE MAJEURE
9.1 Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including but not limited to: acts of God, war, fire, flood, pandemic/epidemic, government restrictions, port closures, raw material shortages, energy rationing, and sanctions or export controls.
9.1 Neither party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including but not limited to: acts of God, war, fire, flood, pandemic/epidemic, government restrictions, port closures, raw material shortages, power rationing, and sanctions or export controls.
9.2 The affected party shall give written notice within 7 days. If the force majeure event continues for more than 60 days, either party may terminate the affected PO(s) without liability.
9.2 The affected party shall give written notice within 7 days. If the force majeure event continues for more than 60 days, either party may terminate the affected PO(s) without liability.
10. DISPUTE RESOLUTION DISPUTE RESOLUTION
10.1 The parties shall first attempt to resolve any dispute through good-faith negotiation within 30 days.
10.1 The parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days.
10.2 If negotiation fails, the dispute shall be submitted to Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with the HKIAC Administered Arbitration Rules. The arbitration shall be conducted in English and Chinese (bilingual). The arbitral award shall be final and binding. The prevailing party shall be entitled to recover its reasonable costs, including attorneys' fees, from the other party.
10.2 If negotiation fails, the dispute shall be submitted to Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with the HKIAC Administered Arbitration Rules. The arbitration shall be conducted in English and Chinese (bilingual). The arbitral award shall be final and binding. The prevailing party shall be entitled to recover its reasonable costs, including attorneys' fees, from the other party.
10.3 This Agreement shall be governed by the laws of Hong Kong SAR. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply to supplement Hong Kong law.
10.3 This Agreement shall be governed by the laws of Hong Kong SAR. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply as a supplement to Hong Kong law.
11. CONFIDENTIALITY CONFIDENTIALITY
11.1 Each party shall keep confidential all non-public information received from the other party. This obligation survives termination of this Agreement for 3 years.
11.1 Each party shall keep confidential all non-public information received from the other party. This obligation survives termination of this Agreement for 3 years.
12. TERMINATION Termination
12.1 Either party may terminate this Agreement by giving 90 days' written notice. Either party may terminate immediately if the other party commits a material breach and fails to remedy it within 30 days of receiving written notice.
12.1 Either party may terminate this Agreement by giving 90 days' written notice. If the other party commits a material breach and fails to remedy it within 30 days of receiving written notice, either party may terminate immediately.
13. GENERAL General Terms
13.1 This Agreement constitutes the entire agreement between the parties. Amendments must be in writing and signed by both parties.
13.1 This Agreement constitutes the entire agreement between the parties. Amendments must be in writing and signed by both parties.
13.2 This Agreement is executed in both English and Chinese. In the event of any inconsistency, the English version shall prevail.
13.2 This Agreement is executed in both English and Chinese. In the event of any inconsistency, the English version shall prevail.
SCHEDULE A — PRODUCT SPECIFICATIONS & PRICING Product Specifications & Pricing
| Product Name Product Name | ____________________ |
| Model Number Model Number | ____________________ |
| Specifications Specifications | ____________________ |
| Unit Price (FOB) Unit Price | USD ____________________ |
| Minimum Order Quantity Minimum Order Quantity | ____________________ pcs |
| Packaging Packaging | ____________________ |
| Certifications Required Certifications Required | CE / RoHS / UL / FDA / LFGB / Other: ____________________ |
| Target Market(s) Target Market(s) | ____________________ |
For and on behalf of the Buyer Buyer Signature
Name: ____________________
Title: ____________________
Date: ____________________
For and on behalf of the Supplier Supplier Signature
Name: ____________________
Title: ____________________
Date: ____________________