Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
PRODUCT SUPPLY AGREEMENT
This Product Supply Agreement (“Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:
{{supplier_company_name}}, a company duly incorporated and existing under the laws of {{supplier_country}}, with its principal place of business at {{supplier_address}} (hereinafter referred to as “Supplier”); and
{{buyer_company_name}}, a company duly incorporated and existing under the laws of {{buyer_country}}, with its principal place of business at {{buyer_address}} (hereinafter referred to as “Buyer”).
Collectively referred to as the “Parties” and individually as a “Party”.
1. PRODUCTS
1.1. Supplier agrees to sell and Buyer agrees to purchase the products specified in Schedule A (the “Products”). Schedule A shall include, but not be limited to, product description, specifications, and unit price.
1.2. Supplier warrants that all Products supplied shall conform to the specifications set out in Schedule A and shall be of merchantable quality and fit for the purpose for which they are intended.
2. ORDERING PROCEDURE
2.1. Buyer shall place orders for Products by submitting a written purchase order (“Purchase Order”) to Supplier. Each Purchase Order shall specify the type and quantity of Products, desired delivery date, and delivery location.
2.2. Supplier shall confirm acceptance of each Purchase Order within {{number_of_days}} business days of receipt. No Purchase Order shall be binding upon Supplier until confirmed in writing.
2.3. The minimum order quantity shall be {{minimum_order_quantity}} units, unless otherwise agreed upon in writing by both Parties.
3. DELIVERY and ACCEPTANCE
3.1. Supplier shall deliver the Products to Buyer's designated delivery location at {{delivery_address}} on or before the delivery date specified in the Purchase Order.
3.2. Delivery shall be made DDP (Delivered Duty Paid) in accordance with Incoterms 2020, unless otherwise agreed.
3.3. Buyer shall inspect the Products upon delivery and shall notify Supplier of any non-conformity, damage, or shortage within {{number_of_days_for_inspection}} business days of receipt. Failure to provide such notice shall constitute acceptance of the Products.
4. PRICE and PAYMENT TERMS
4.1. The prices for the Products shall be as set out in Schedule A, exclusive of any applicable taxes, duties, and charges, unless otherwise stated.
4.2. Buyer shall pay Supplier in {{currency}} within {{number_of_days_for_payment}} days from the date of Supplier's invoice.
4.3. Overdue payments shall be subject to an interest rate of {{interest_rate_percentage}}% per annum, compounded monthly, or the maximum rate permitted by law, whichever is lower.
5. TERM and TERMINATION
5.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{term_length_in_years}} year(s) (“Initial Term”), automatically renewable for successive periods of {{renewal_term_length_in_years}} year(s) unless either Party provides written notice of non-renewal at least {{notice_period_in_days}} days prior to the end of the then-current term.
5.2. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_in_days}} days of receiving written notice thereof.
6. CONFIDENTIALITY
6.1. All non-public, confidential or proprietary information of Supplier, including but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Supplier to Buyer, whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as 'confidential,' is confidential.
6.2. Buyer shall not disclose or use any Confidential Information for any purpose other than to fulfill its obligations under this Agreement.
7. FORCE MAJEURE
7.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by an event beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes or other natural disasters, strikes, or any other event of force majeure.
7.2. The Party affected by the Force Majeure Event shall promptly notify the other Party of the occurrence of such event and shall use all reasonable efforts to mitigate its effect.
8. GOVERNING LAW and DISPUTE RESOLUTION
8.1. This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}.
8.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{arbitration_institution}}.
8.3. The seat of arbitration shall be {{arbitration_city}}, {{arbitration_country}}. The language of the arbitration shall be English.
9. ENTIRE AGREEMENT
This Agreement, including Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Signature Block
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
FOR: {{supplier_company_name}}
By: _____________________________
Name: {{supplier_authorized_signatory_name}}
Title: {{supplier_authorized_signatory_title}}
Date: {{date}}
FOR: {{buyer_company_name}}
By: _____________________________
Name: {{buyer_authorized_signatory_name}}
Title: {{buyer_authorized_signatory_title}}
Date: {{date}}
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