This document outlines an agreement between two parties, the seller and the buyer, in which the seller will provide the buyer with certain products. The agreement states that the products will be supplied subject to the terms and conditions of the agreement. The products are listed in Schedule 1 and the prices are listed in Schedule 2. The agreement defines the Base Year as the year of the agreement, and Year as the period from January 1 to December 31.

The buyer can place orders for the products by sending written purchase orders to the seller. The minimum percentage of purchases the buyer must place in each year is set at a certain percentage of the volume of purchases in the Base Year, as outlined in Schedule 3. The buyer must give the seller its order for the products at least a certain number of days before the beginning of each month, and each order is final, except that the seller must accept an amendment to an order made by the buyer within ten days after the order is given. Change requests from the buyer to existing purchase orders should include information about the effects on future requirements.

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.

The seller will deliver products to the buyer according to Incoterms, with title to the products passing to the buyer upon delivery to the carrier. Shipping information from the seller will be sent to the buyer no later than 3 business days after the shipment leaves the seller's facility. The seller will use its best efforts to deliver the buyer's orders for the products on the date specified in the purchase order. The buyer will reimburse the seller for any subsequent changes to the labelling of the products, and 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.

How to use this Document?

This document is an Agreement between a Seller and a Buyer for the supply and purchase of products. Here are the steps on how to use this document:

1. Introduction: The document introduces the parties involved in the agreement and the definitions of certain terms used throughout the document. The headings in the document are for convenience and do not affect its interpretation.

2. Supply and Purchase: The agreement outlines the terms and conditions for the Seller to sell and the Buyer to purchase the Products as per the quantity ordered by the Buyer. The Seller may make improvements to the Products subject to the Buyer's approval. The Seller will label the Products and the Buyer will reimburse the Seller for the costs of any subsequent changes. 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.

3. Purchase Orders: The Buyer shall transmit a written purchase order to the Seller for any Product it wishes to purchase. The Buyer must place orders with the Seller for at least a certain percentage of the volume of the Buyer's purchases of Products in the Base Year. The Buyer shall give the Seller its order for the Products to be delivered by the Seller to the Buyer at least a certain number of days before the beginning of each month. 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.

4. Forecast and Ordering Procedure: The Buyer shall notify the Seller of its estimated orders of the Products for each calendar year and any revisions to those estimates. The Seller shall maintain sufficient manufacturing capacity at its facilities to meet the Buyer's Product requirements as set out in the annual forecasts.

5. Delivery: The Seller shall deliver Products to the Buyer at a certain place and Incoterms. The Seller shall use its best endeavours to deliver each of the Buyer's orders for the Products on the specified date.

This document is useful for a Seller and a Buyer who wish to enter into an agreement for the supply and purchase of products. The document provides a clear understanding of the terms and conditions of the agreement, including the purchase orders, delivery, and forecasting procedures.