This Manufacturing Service Agreement is drafted for a Manufacturer to provide manufacturing services to a Client with specific installation and facility requirements, requiring substantial investments by the Manufacturer. This is drafted as a service rather than the sale and purchase of products. This agreement is drafted in favour of the Manufacturer.
The Manufacturer manufactures the products. The Client is engaged in a range of activities including those described in the Schedule and wishes to engage the Manufacturer to produce the products in a customised production suite suitably fitted out to provide the Services to the Client.
The Manufacturer will provide the Manufacturing Services to the Client in accordance with the requirements under the Schedule from the Commissioning Date for a further period of 12 months, unless terminated earlier in accordance with clause 16.
The Manufacturer agrees that the Facility will be used for the purpose of providing the Manufacturing Services during the Term, unless the Client given its prior written consent or has failed to pay the Minimum Purchase Amount in respect of the previous year.
The Manufacturer must accept the Client's orders within 30 days unless it would be unreasonable to require it to manufacture the ordered number of Products having regard to the capacity of the Facility and its obligation under this Agreement to manufacture agreed minimum quantities of Products. The Client may vary its orders after they have been accepted by the Manufacturer.