Manufacturing and Supply Contract - Template Form
✓ Valid in Nigeria
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THIS SUPPLY CONTRACT (hereinafter referred to as the "Agreement") is made and effective this ________.
BETWEEN
________, of the following address:
________
Hereinafter referred to as (the "Supplier" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
AND
________, of the following address:
________
Hereinafter referred to as (the "Buyer" which expression shall where the context so admits include its successors-in-title and assigns) of the one part.
The Supplier and Buyer may be individually referred to as the "Party" and collectively referred to as the "Parties".
WHEREAS
The Supplier has agreed to manufacture and supply the Goods described in this Agreement to the Buyer, and the Buyer agrees to purchase the Goods from the Supplier according to the terms and conditions of this Agreement.
1. SUPPLY OF GOODS
The Supplier agrees to manufacture and the Buyer agrees to purchase the following (the "Goods"):
________
The Parties agree that the Goods shall have the following design and specification (the "Specification"):
________
The Supplier shall manufacture and supply the Goods according to the required specifications, relevant laws, and regulations and using the best practices of its industry.
The Supplier shall provide quality materials for the production of the Goods.
2. PRICE
The total price for the Goods shall be ₦________ (________) (the "Purchase Price"). The quantity of the Goods ordered is: ________ (________).
The Purchase Price is exclusive of any applicable taxes.
The Parties agree and acknowledge that the Buyer may be required to pay taxes such as VAT and/or other applicable taxes. The Buyer therefore agrees to pay all applicable taxes in addition to the Purchase Price.
If the Purchase Price or any part thereof remains unpaid on the due date or any other extension agreed by the Supplier, the Supplier reserves the right to rescind this Agreement and shall charge a late fee of ₦________ (________) for every day until the Price is paid.
3. PAYMENT OF DEPOSIT
The Buyer is required to pay the sum of ₦________ (________) as deposit. The payment will be due on ________.
The deposit shall be refunded in the following circumstances:
________
After the deposit is paid and the Goods delivered, the Buyer shall pay the remainder of the Purchase Price.
If the deposit remains unpaid on the date or any other extension agreed by the Supplier, the Supplier reserves the right to rescind this Agreement.
4. DISCOUNT
If the Buyer makes payment ________ days before payment is due, the Buyer shall receive a discount of ₦________ (________) on the total amount due.
5. PAYMENT TERMS
Unless the Parties have agreed otherwise in an executed agreement, the Purchase Price will be due to the Supplier upon the receipt of the Goods.
The above payment shall be made in cash.
6. OWNERSHIP AND TITLE
The Parties agree that the Buyer shall retain ownership of the Goods manufactured under this Agreement, and the Supplier shall not design, manufacture, supply, or sell the Goods to any third party without obtaining the express consent of the Buyer.
7. MANUFACTURING TOOLS AND EQUIPMENT
The Supplier shall provide and use its tools and equipment to design, manufacture and produce the Goods according to the Buyer's Specification.
8. ACCESS TO FACILITY
The Supplier shall, at reasonable times, grant access to the Buyer or their authorized agents to inspect the production of the Goods. The purpose of such entry is to ensure that the Goods are being manufactured according to the required Specification and to ensure that production is being done or handled appropriately.
9. INSPECTION OF GOODS
After delivery, the Buyer shall inspect the Goods and report any complaints within ________ days following the delivery of the Goods.
If the Buyer discovers any defect on the Goods, the Goods shall be returned to the Supplier who shall cure the defects at its own expense.
If the Buyer fails to make claims/complaints of any material defect on the Goods within this period, it shall be implied that the Goods have been accepted by the Buyer as being delivered in perfect condition and no objections can be raised thereafter.
10. SHIPPING AND DELIVERY
The Goods shall be delivered to the Buyer on ________ at the Buyer's address.
The Buyer shall bear the cost of shipping and delivering the Goods to the Buyer, and such payment shall be made to the Supplier at such time and date as agreed by both Parties.
Time shall be of essence for the delivery of Goods under this Agreement. If the Supplier fails to deliver the Goods within the time stipulated under this Agreement or agreed by both Parties, the Supplier shall be liable for breach of this Agreement and shall pay the following late fee:
________
If the Goods become damaged or lost during transit, the following provision shall apply:
________
11. WARRANTIES
The Supplier warrants that the Goods shall be fit for purpose. The Goods shall be manufactured with reasonable care and according to the Buyer's Specifications. The Supplier shall use reasonable skill and judgement in manufacturing the Goods.
The Supplier also warrants that the Goods shall conform to the standards, the Goods shall be of uniform quality, shall be packaged accordingly and shall be fit for ordinary purposes.
If the Goods do not conform to the required Specifications or are defective, the Buyer may return the Goods and request repair or replacement of the Goods. In the case of material defect, the Buyer will notify the Supplier of such defects and the Supplier will be required to fix such defects at the Supplier's expense.
Other than the warranties stated in this Agreement, the Supplier makes no express or implied warranty or promises in relation to the production and supply of the Goods.
12. INSURANCE
The Supplier shall obtain and maintain an appropriate insurance policy in the sum of: ₦________ (________) from a reputable insurance company.
13. CONFIDENTIALITY
Each Party agrees to keep confidential all information, documents, materials, and trade secrets disclosed to it by the other Party in connection with this Agreement (the "Confidential Information"), and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party.
Each Party agrees to use the Confidential Information solely for the purpose of performing its obligations under this Agreement and for no other purpose whatsoever.
The obligations of confidentiality under this clause shall not apply to information which is or becomes publicly available through no fault of the receiving Party, or which is required to be disclosed by law, regulation, or order of a competent court or authority.
The obligations of confidentiality under this clause shall survive the termination or expiration of this Agreement.
14. EXCLUSIVITY PROVISIONS
The Supplier shall not at any period, during the period of this Agreement, manufacture, sell, supply or contract the Goods to any other party other than the Buyer.
15. TERMINATION
This Agreement shall commence on the Effective Date and shall terminate on ________ (the "Expiration Date").
Notwithstanding the above, this Agreement shall be terminated:
(I) if the Parties agree to terminate the Agreement;
(II) if the Supplier fails to deliver the Goods to the Buyer, the Buyer shall have the right to rescind the Agreement;
(III) if the Buyer fails to pay the Price for the manufacturing and supply of the Goods, the Supplier shall have the right to rescind the Agreement;
(IV) if the Goods are defective and the Supplier is unable to cure the defects;
(V) if either of the Parties become bankrupt.
If either Party decides to terminate this Agreement for any of the reasons described above, before the Expiration Date, that Party shall do so by issuing a: ________ notice to the other Party stating the reason for the termination.
The Parties shall not be discharged from any outstanding obligations and duties including the payment of all outstanding fees and taxes that have become due on the date of termination and all other obligations required by this Agreement.
16. RENEWAL OF AGREEMENT
The Parties may agree to renew this Agreement for another term. If the Buyer intends to renew this Agreement, a written request for renewal shall be delivered to the Supplier, and the Parties may agree to extend the term of this Agreement. The Parties agree that the terms of the renewal may be fundamentally different from this Agreement.
To renew this Agreement, the following conditions shall apply:
________
17. INDEMNITY
18. FORCE MAJEURE
The Supplier shall not be liable for any delivery delay or non-performance caused by labour transportation disputes, shortage, or material delays.
If for any reason the Supplier fails to perform the terms of this Agreement within a reasonable period, the Supplier may terminate this Agreement and provide a complete refund of any sum to the Buyer.
19. NOTICES
All notices or communication given or made under this Agreement shall be in writing. Any of such notice or communication shall be deemed to have been given if:
(I) sent by personal delivery, upon delivery at the address of the relevant Party;
(II) sent by courier service, upon receipt of confirmation of delivery;
(III) sent by facsimile, upon receipt of a confirmation of transmission.
The addresses for service of notices are as follows:
In the case of the Buyer to:
________
Address: ________
Email: ________
In the case of the Supplier, to:
________
Address: ________
Email: ________
Any Party may designate a different address by giving a notice in writing to the other Party.
20. ARBITRATION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.
The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:
________
The arbitration proceedings shall be held in: ________ and conducted in English language. Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.
21. GOVERNING LAW
This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
22. ENTIRE AGREEMENT
This Agreement and any other document referred to in this Agreement, constitutes the entire agreement between the Parties and supersede any prior contrary written or oral agreement made between them.
23. RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, agency, or employment relationship between the Parties. The Parties are independent contractors, and neither Party shall have the authority to bind or incur any obligation on behalf of the other Party.
24. ASSIGNMENT
Neither of the Parties shall assign nor transfer any of its rights, benefits, or obligations under this Agreement except with the express written consent of the other Party.
25. WAIVER
Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or failure to exercise any right shall be construed as waiver.
26. VARIATION
No part, supplement, amendment, or replacement of any form shall be made effective except such variation is done with the express written consent of both Parties.
27. SEVERABILITY
If any part of this Agreement is held unenforceable or illegal for any reason, the remainder of this Agreement shall continue to be in force and have effect.
28. FURTHER ASSURANCE
The Parties shall execute and deliver all such documents and take all such actions and steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named Supplier
__________________
________
In the presence of:
Name:.......................................................................
Address:....................................................................
Occupation:...............................................................
Signature:..................................................................
SIGNED by the Buyer
___________________
________
In the presence of:
Name:.......................................................................
Address:....................................................................
Occupation:...............................................................
Signature:..................................................................
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