This Agreement is drafted for a Buyer and a Seller agree to develop and supply a Product to meet the Buyer's specific requirements. This agreement is drafted in favour of the Buyer.
The Seller shall on the terms and conditions of the Agreement: (a) provide, deliver the Product in accordance with the Delivery Programme; (b) ensure that the Product is reasonably fit for its purpose and is manufactured and executed in conformity with the Specification; (c) use good quality materials, workmanship and standards and execute the Agreement with the care, skill and diligence required in accordance with best industry practice.
The Seller shall be responsible for the development of the Product in accordance with the Specification and within the time frames set out in the Delivery Programme.
During the performance of the tasks required to fulfil the Development, the parties shall cooperate on the basis of full disclosure and confidence between them, exchanging and sharing technical skills and knowledge relating to the Product in order to provide mutual advice and support. Both parties shall collaborate in an efficient and cost effective manner with a view to achieving as soon as possible the production of design drawings and manufacturing specifications for the production of the Product.
The development of the Product shall be completed when one or more prototypes of the Product are tested and satisfy all terms of the Specification to the satisfaction of both parties.
Title to the Product shall pass to the Buyer on delivery of the Product to the Place of Delivery and the Seller shall, if requested by the Buyer, deliver to the Buyer a certificate of transfer of title in respect of the Product. The Buyer shall acquire title to the Product, and all components thereof, free of all liens, charges or other encumbrances.