Sale of Customised Product Agreement (Sales Contract)

This document outlines a legal agreement between a buyer and a seller for the development and supply of a specific product. The agreement covers various conditions, definitions, and obligations of both parties, including the development of the product, product specifications, designs, and drawings, and delivery of the product.

The product development process must be completed within the time frames set out in the Delivery Programme and the Buyer is entitled to be present at testing. The seller is responsible for ensuring the product is manufactured in conformity with the agreed specifications, is reasonably fit for its purpose, and executed with the care, skill, and diligence required in accordance with best industry practice.

The agreement defines key terms, including Acceptance Tests, Condition, Delivery Programme, Intellectual Property, Place of Delivery, Product, Project Intellectual Property, and Specification. The agreement outlines the seller's general obligations, which include delivering the product in accordance with the Delivery Programme, providing adequate training of the buyer's staff, using good quality materials and executing the agreement with the care, skill, and diligence required in accordance with best industry practice.

The agreement also covers the development of the product, including the cooperation and collaboration between both parties during the development process, and the completion of the development process when one or more prototypes of the product have been tested and satisfy all the terms of the specification.

The agreement covers the submission of designs and drawings, any changes requested by the buyer, and the cost and responsibility of alterations. The parties acknowledge that the seller has no responsibility for approval of any drawings other than those specifically referred to in the agreement.

This agreement is a legal, neutral form contract for buyer and seller and can also be referred to as a custom product agreement, product design agreement, product manufacturing agreement, legal agreement for product development, or customised product contract.

How to use this Document?

Here are the steps on how to use this document:

1. Understand the Parties Involved: The agreement is between two parties: (1) the Seller and (2) the Buyer. It is important to identify who they are and where their registered offices are located.

2. Know the Definitions: Familiarise yourself with the definitions of the terms used in the agreement, such as Acceptance Tests, Intellectual Property, and Specification, among others.

3. Know the Scope of the Agreement: The purpose of the agreement is the development and supply of the Product(s) in accordance with the terms of this Agreement. The product and its specifications are outlined in Attachments A and B, respectively.

4. Review the General Obligations of the Seller: The Seller is obligated to provide and deliver the Product, ensure it is fit for purpose, execute the Agreement with care and skill, and install the Product as necessary. The Seller is also required to provide adequate training to the Buyer's staff.

5. Understand the Development Process: The Seller will be responsible for developing the Product in accordance with the Specification and within the time frames set out in the Delivery Programme. During this time, both parties must cooperate and collaborate efficiently and effectively.

6. Review the Designs and Drawings: The Seller is required to submit designs and drawings of the Product or its parts as requested by the Buyer, subject to extra cost and delays. The Buyer must approve any changes to the design of the Product, and the Seller is responsible for necessary alterations to the previously approved Product.

7. Review the Acceptance Tests: The Acceptance Tests are critical to the agreement as they will determine if the Product satisfies the terms of the Specification. The Buyer will be present during testing and has 14 days to dispute the results.

8. Understand the Default Rate: The Default Rate is the rate that applies when one of the parties is in breach of the Agreement.

9. Seek Legal Advice: If you have any questions or concerns about the Agreement, seek legal advice before signing. It is important to understand all the terms and conditions of the Agreement to avoid future disputes.