This Supply Agreement is drafted for long term, continuous or regular supply of goods. The Buyer will use the goods for its own use or resell them under its own brand (OEM). This agreement is drafted in favour of the Buyer.
The Buyer will use the goods for its own use or resell them under its own brand (OEM).
Subject to the terms and conditions of this Agreement, the Seller shall sell and the Buyer shall purchase such quantities of the Products as may be ordered by the Buyer from time to time in accordance with clause 3.3.
Subject to Buyer's approval, the Seller may from time to time make such improvements to the Products to enable the Products to remain competitive and will make Products embodying such improvements available to the Buyer hereunder.
The Seller will apply such labels or other identification codes to the Products as are reasonably requested from time to time by the Buyer. There shall be no charge for the initial labelling of the Products in accordance with the Buyer's specifications but the Buyer shall reimburse the Seller for the costs of any subsequent changes as requested by the Buyer. All Products will be packaged in accordance with the Seller's standard specifications for international shipments with such modifications as are agreed by the parties. The parties will agree on appropriate labelling for packaging to be used by the Seller.
The Seller will make available to the Buyer a copy of all written materials which are used by the Seller in the sale or marketing of the Products.
The Seller agrees to take all such steps as may be required to fulfil its obligations under this agreement in the normal course.
Subject to the terms hereof, the Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller all of the Purchaser's requirements of the Products.
The Buyer shall give the Seller its order for the Products to be delivered by the Seller to the Buyer each month. Each order so given shall be final, except that the Seller must accept an amendment to an order made by the Buyer within ten days after the order is given.
The purchase order shall set out the identity and quantity of Products to be purchased by the Buyer, the requested delivery schedule, Prices and shipping instructions.
Change requests from the Buyer to existing purchase orders should include information about the effects on future requirements. If the Buyer requests an increase in the number of Products covered by purchase order, it should identify any proposed addition or adjustment to the existing forecast; if the Buyer requests a decrease in a purchase order, it should identify any proposed reduction or adjustment to the existing forecast.
Notwithstanding the forecast and ordering procedure set out in Clause 4, the Seller will use its reasonable good faith efforts to fulfil change requests by the Buyer to increase the quantity of a purchase order. A change request by the Buyer to decrease the quantity of a purchase order or a cancellation of a purchase order may be subject to reasonable cancellation charges by the Seller. Unless otherwise indicated by the Buyer, no portion of a purchase order shall be deemed cancelled unless expressly stated by the Buyer or unless the Products to be shipped thereunder have not been picked up by the Buyer's carrier within 30 days following the scheduled delivery date.
This document should be carefully read by the Buyer and the Seller.
This sales agreement may be used upon a transaction between a Buyer and Seller, for the Seller to supply goods to the Buyer and if a document is to be drafted in favour of the Buyer.
Both parties should sign and return a copy, and once signed, both parties should get a copy.
All terms and conditions regarding the sale of the specific product should all be clearly stated in the sale agreement.
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