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Material Supply
Agreement

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Prepared for:
[Buyer Company]

Prepared by:
[Seller Company]

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Material Supply Agreement

This Material Supply Agreement (hereinafter referred to as the "Agreement") is entered between;

[Seller Company], (hereinafter referred to as the "Seller"), with the official address at [Seller Company Address], 

and

[Buyer Company], (hereinafter referred to as the "Buyer") with the official address at [Buyer Company Address] 

for the purpose to define and agree upon the relevant governing aspects of the sale, purchase, and delivery of [Product Type] between the [Seller Company] and [Buyer Company].

Hereinafter, the Sender and Client Company shall be collectively referred to as the "Parties" and individually as "Party".

The Agreement constitutes terms and conditions that shall govern such supply transactions among the Parties upon mutual agreement.

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Terms and Conditions

1. Sales and Purchase of Materials

The Seller deals with the Deliverables/Services as mentioned below:
[Mention the Deliverables/Services]

2. Order Non-Cancellable

Buyer agrees that all Purchase Orders accepted by Seller shall automatically become non-cancellable within [Number of Days] days before the ship date specified by Seller, and shall not thereafter be canceled except through a written agreement signed by an authorized representative of the Seller.

3. Purchase Order

Purchase Order shall contain the following data: 

1. Description of Services/Deliverables 
2. Deadline 
3. Pricing 
4. [Add More]

Please Note: All Purchase Orders contain the terms and conditions of the Agreement. In the event of any conflict or discrepancy between a Purchase Order and the Agreement, the terms and conditions of the Agreement shall hold more weightage, unless specifically agreed upon by both parties.

4. Supply of Goods and Inspection

In the event where the Buyer’s representative fails to inspect the goods on the due date, the Seller shall perform the said test or inspection and the goods shall be deemed to be automatically accepted. If the performance figures so obtained on any such test are outside the limits specified, the Buyer is entitled to reject the goods.

The goods shall be manufactured according to Sellers’ standard procedures including careful inspection; and wherever practicable, shall go through Seller’s standard tests before despatch. The Seller shall invite the Buyer to witness contracted tests or any specific test, giving a minimum of [Number of Days] days written notice.

5. Delivery

In the event that there are multiple deliveries agreed in the Agreement, the Seller may deliver the goods by installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.

The Seller shall ensure that each delivery of the goods is accompanied by a delivery note that shows all relevant Buyer and Seller reference numbers, the type and quantity of the goods (including the code number of the goods, wherever applicable).

6. Warranty

The Seller warrants that on delivery, and for [Number of Months] months from the date of delivery (as shall be the warranty period), the goods shall:

Conform in all material respects with their description and any applicable Specification.
Be free from material defects in design, material, and workmanship.
Be of satisfactory quality according to Seller standards.

7. Rates

The Buyer agrees to such standard pre-determined rates set by the Seller. The following rates shall imply unless otherwise mutually modified by both parties.

Deliverables	Amount
[Mention Products/Services]	$[0.00]
[Mention Products/Services]	$[0.00]
[Mention Products/Services]	$[0.00]

8. Taxes

Prices for deliverables are exclusive of [all local, state, and federal taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes]. The Buyer agrees to pay such taxes and other payments, directly or to reimburse Seller for all such taxes. Where applicable, such tax or taxes shall be added to the invoice as a separate charge or invoiced separately.

9. Payment

All the payments and transactions shall take place in USD through [Payment Mode]. The payment shall be made after the invoice has been sent by the Seller. 
Seller reserves the right to revoke any credit extended to the Buyer, at Seller’s sole discretion. Invoices will be issued on shipment and the Buyer agrees to pay such invoices when due.

Invoices not paid by the due date will have a [00.00] % per month late payment charge assessed against any unpaid balance from the due date of the invoice until the date of payment. Seller reserves the right to disallow any pricing discounts or hold any shipment during any period when outstanding invoices become or remain past due.

10. Security Interest

The Buyer shall grant to the Seller, a security interest, in all of Buyer’s right, title, and interest in the Materials and Products sold hereunder, to secure the purchase price payment and the performance of obligations, when due upon the Buyer as per this Agreement.

11. Title and Risk of Loss

The title and risk in the Goods shall pass to the Buyer on completion of delivery as per the terms provided in the quotation. Title to the Goods shall not pass to the Buyer until:
The Seller receives payment in full (in cash or cleared funds) for the Goods.
The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified.

Until the title of the Goods has passed to the Buyer, the Buyer shall:
Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property.
Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

12. Returns

Materials and Products should not be returned for any reason without authorization and shipping instructions from the Seller. 
All spools and packaging systems used for shipping Materials and Products are Seller’s property and must be returned. 
A deposit for certain spools and packaging systems may be invoiced by the seller and credited to the Buyer upon their return to the Seller’s designated location in good condition. 

13. Limitation of Liability

Neither Party shall be liable to the other for indirect, special, or consequential damages arising out of this Agreement hereunder, including but not limited to loss of profits or equipment, or other costs.

14. Confidentiality

The Parties agree to not disclose or use any information acquired during the virtue of this agreement without the written authorization of the concerned Party to any other party outside this agreement. The Parties undertake to maintain this confidentiality during as well as for [Time Period] after the termination of this agreement and the same shall extend and apply to their respective employees and agents.

15. Relationship of Parties

Nothing contained in this Agreement shall be taken to establish any partnership, joint venture, or employment relationship. The Parties hereby declare that there shall no other relationship between them besides the one defined in this Agreement until the completion or termination of this Agreement. 

16. Indemnification 

Both Parties agree, respectively at their own expense, to indemnify, defend and hold harmless all the other parties subject to this Agreement from any actions, suits, claims, damages (actual and consequential), judgments, levies, executions, liabilities, losses, expenses, and other costs incurred in connection with this Agreement for material supply.

17. Waiver

No right of either party under this Agreement may be waived except if expressly set out in writing and signed by an authorized representative of the party waiving such right. No waiver of any provision shall be implied by any party’s failure to enforce any of its rights or remedies herein provided, and no waiver shall affect any other provision where that waiver does not expressly apply.

18. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties. 

19. Conflict of Interest

The Seller represents that the performance of this Agreement does not conflict or cause a breach; and/or the seller shall not accept any task from any other business organization that creates any conflicts between the Parties.

20. Term and Termination 

This Agreement shall come into effect on the date [Date] and shall continue for a period of [Years] and shall be terminated according to the terms herein.

Without limiting its other rights or remedies, the Seller may terminate this Agreement with immediate effect by giving written notice to the Buyer, in case the Buyer commits a material breach of any term of the Agreement and fails to remedy that breach within [Number of Days] days of that party being notified in writing to do so.

21. Miscellaneous 

Force Majeure: Neither of the Parties shall be liable for any failure in performance of any obligation under this Contract due to causes beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both parties. 
Notice: Any notice that is required by this Agreement shall be in writing and shall be given to the appropriate Partner by personal delivery or certified mail, postage prepaid, or any such delivery service provided.
Severability: If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Agreement.
Governing Law: This Material Supply Agreement shall be governed by and construed in accordance with the laws of the [State] without regard to conflict of law principles; only if no resolution is derived out of arbitration. 
Entire Agreement: This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreement, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

Acceptance & Signature

Both Parties shall provide their acceptance by signing below:

[Seller Company]

[Buyer Company]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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