Supplier-Friendly Supplier Agreement Template

In this Agreement, unless the context otherwise requires, the following capitalized terms shall have the meanings set out below.

"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities of an entity or the power to direct its management and policies.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Supplier's Place of Business], on which commercial banks are generally open for business.

"Collection Point" means the Supplier's premises located at [Supplier Collection Address], or such other facility of the Supplier as the Supplier may designate in writing from time to time.

"Confidential Information" means all non-public information, in whatever form or medium, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including technical data, specifications, pricing, business plans, customer information and the terms of this Agreement, together with any information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

"Contract Year" means each consecutive period of twelve (12) months commencing on the Effective Date or on any anniversary of the Effective Date.

"Forecast" means a non-binding, rolling estimate of the Buyer's anticipated requirements for Goods, prepared and delivered by the Buyer in accordance with this Agreement, save that the portion of any Forecast corresponding to the Minimum Purchase Commitment shall be binding as provided herein.

"Goods" means the products described in [Description of Goods, Specifications and Part Numbers], as the same may be amended by written agreement of the Parties, to be supplied by the Supplier to the Buyer under this Agreement.

"Intellectual Property Rights" means all patents, utility models, trademarks, service marks, trade names, designs, copyrights, database rights, rights in know-how, trade secrets and all other intellectual or industrial property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing, anywhere in the world.

"Minimum Purchase Commitment" means the minimum quantity or value of Goods that the Buyer is obliged to purchase in each Contract Year, as specified in the clause of this Agreement entitled to that commitment.

"Order Value" means, in respect of a Purchase Order, the total Price payable for the Goods ordered under that Purchase Order, exclusive of Taxes.

"Price" means the price per unit of the Goods determined in accordance with this Agreement.

"Purchase Order" means a written order for Goods placed by the Buyer in accordance with this Agreement and accepted by the Supplier.

"Specifications" means the technical, quality and performance specifications for the Goods set out in [Specifications Reference] and agreed in writing by the Parties.

"Taxes" means all value added, sales, use, goods and services, excise, customs and similar taxes, duties, levies and charges imposed by any governmental authority, excluding taxes on the Supplier's net income.

"Term" means the Initial Term and any Renewal Term, as defined in this Agreement.

In this Agreement, headings are for convenience only and do not affect interpretation; references to the singular include the plural and vice versa; the words "including" and "includes" shall be construed without limitation; references to "writing" include email but exclude other forms of electronic messaging; and references to a Party include its successors and permitted assigns.

Monetary amounts in this Agreement are expressed in [Currency]. In the event of any conflict between the terms of this Agreement and the terms of any Purchase Order, Buyer's general terms or any other document issued by the Buyer, the terms of this Agreement shall prevail, and any terms inconsistent with or additional to this Agreement contained in any such document are hereby rejected.

The Supplier hereby agrees to supply, and the Buyer hereby agrees to purchase, the Goods during the Term on the terms and subject to the conditions of this Agreement. The Buyer appoints the Supplier as [an exclusive / a non-exclusive] supplier of the Goods to the Buyer within the territory of [Territory].

Nothing in this Agreement shall oblige the Supplier to supply Goods in quantities exceeding the Supplier's available production capacity or in excess of one hundred and ten percent (110%) of the quantities set out in the most recent Forecast for the relevant period, and the Supplier shall use reasonable efforts, but shall have no obligation, to fulfill Purchase Orders exceeding such quantities.

The Buyer shall purchase the Goods solely for its own business purposes and for resale or incorporation into its own products within the territory set out in this Agreement, and shall not sell, distribute or otherwise supply the Goods in a manner that violates applicable law or the Supplier's reasonable written instructions regarding labeling, handling and safety.

The Supplier reserves the right to modify the Specifications, manufacturing processes, materials or components of the Goods where such modification is required by applicable law or safety requirements, or does not materially and adversely affect the form, fit or function of the Goods, provided that the Supplier gives the Buyer not less than [Number] days' prior written notice of any such modification.

The Supplier may discontinue the manufacture or supply of any Goods upon not less than [Number] days' prior written notice to the Buyer, in which event the Supplier shall fulfill all accepted Purchase Orders for such Goods and the Minimum Purchase Commitment shall be proportionately reduced by reference to the discontinued Goods.

The Supplier may engage subcontractors and Affiliates to manufacture, store or handle the Goods, provided that the Supplier remains responsible for their performance in accordance with this Agreement.

Except as expressly stated in this Agreement, no rights are granted to the Buyer in respect of the Goods other than the right to purchase them, and this Agreement does not create any partnership, joint venture, agency or franchise between the Parties.

During each Contract Year of the Term, the Buyer shall purchase from the Supplier, and shall pay for, not less than [Minimum Quantity or Minimum Value] of Goods (the "Minimum Purchase Commitment"), as such commitment may be allocated across [monthly / quarterly] periods in the amounts set out as [Periodic Minimum Quantities].

The Minimum Purchase Commitment is a firm and binding obligation of the Buyer and is not conditional upon the Buyer's own demand, sales or production levels, and the Buyer shall not be entitled to reduce, defer or cancel the Minimum Purchase Commitment except as expressly provided in this Agreement.

If the Buyer fails to place Purchase Orders that satisfy the Minimum Purchase Commitment in any Contract Year, the Supplier may, at its sole option and without prejudice to its other rights and remedies, by written notice to the Buyer: (i) invoice the Buyer for a shortfall payment equal to [Percentage]% of the Price of the quantity of Goods representing the shortfall (the "Shortfall Payment"); or (ii) require the Buyer to place Purchase Orders for the shortfall quantity within [Number] days of such notice.

The Parties acknowledge that the Shortfall Payment is a genuine pre-estimate of the Supplier's loss resulting from the Buyer's failure to meet the Minimum Purchase Commitment, including reserved capacity, procured materials and unabsorbed overhead, and does not constitute a penalty. The Shortfall Payment shall be due within [Number] days of the date of invoice.

Goods purchased by the Buyer in excess of the Minimum Purchase Commitment in any Contract Year shall not be carried forward or credited against the Minimum Purchase Commitment of any subsequent Contract Year unless the Supplier so agrees in writing.

The Minimum Purchase Commitment shall be reduced pro rata only to the extent that the Supplier fails, other than due to an event of Force Majeure or the Buyer's default, to supply Goods properly ordered in accordance with this Agreement, and such reduction shall be the Buyer's sole relief in respect of such failure as to the Minimum Purchase Commitment.

Where the Term commences or ends other than on the first or last day of a Contract Year, the Minimum Purchase Commitment for the relevant partial Contract Year shall be calculated pro rata.

Not later than [Number] days before the commencement of each [calendar quarter / month], the Buyer shall provide the Supplier with a written rolling Forecast of its anticipated requirements for the Goods for the following [Number] months, broken down by [period] and by type of Goods.

Forecasts are provided for planning purposes only and, except for the portion thereof corresponding to the Minimum Purchase Commitment, shall not constitute a commitment of the Buyer to purchase or of the Supplier to supply the quantities stated. The Supplier may rely on each Forecast in procuring materials and reserving capacity, and the Buyer shall reimburse the Supplier for materials and work-in-progress procured or commenced in reliance on a Forecast that are rendered unusable by a reduction in the Buyer's Purchase Orders below the Forecast quantities, to the extent such reduction does not result from the Supplier's breach.

The Buyer shall place each Purchase Order in writing not less than [Number] days prior to the requested collection date (the "Lead Time"). Each Purchase Order shall specify the type and quantity of Goods, the applicable Price, the requested collection date and any other information reasonably required by the Supplier.

A Purchase Order shall be binding upon the Buyer upon submission, but shall bind the Supplier only upon the Supplier's written acceptance, or upon the Supplier commencing performance. The Supplier shall accept or reject a Purchase Order within [Number] Business Days of receipt, provided that the Supplier shall accept each Purchase Order that conforms to this Agreement and does not exceed the limits set out in this Agreement.

Accepted Purchase Orders may not be cancelled, reduced or rescheduled by the Buyer without the Supplier's prior written consent. Where the Supplier consents to cancellation or rescheduling, the Buyer shall reimburse the Supplier for all costs incurred and commitments made in respect of the affected Goods, together with a cancellation charge of [Percentage]% of the Order Value of the affected Purchase Order.

The Supplier shall use reasonable efforts to notify the Buyer promptly of any anticipated inability to meet a requested collection date and shall propose an alternative date. The Supplier shall not be liable for any delay in readiness of Goods for collection arising from the Buyer's failure to provide accurate Forecasts or Purchase Orders in a timely manner.

The Prices for the Goods shall be the prices set out in [Price List or Price Reference], expressed in [Currency], and are exclusive of Taxes, packaging, loading, insurance, transport, export and import clearance, and all other costs incurred after the Goods are made available for collection, all of which shall be borne by the Buyer.

The Buyer shall pay all Taxes applicable to the sale of the Goods in addition to the Prices. Where the Supplier is required by law to collect or account for any Taxes, the Supplier shall add such Taxes to its invoice, and the Buyer shall pay the same. If the Buyer is required by law to withhold any amount from any payment, the Buyer shall gross up such payment so that the Supplier receives the full amount it would have received absent such withholding.

The Supplier may adjust the Prices with effect from the commencement of each Contract Year by giving the Buyer not less than [Number] days' prior written notice, provided that any such adjustment shall not exceed [Percentage]% of the Prices in force immediately prior to such adjustment, other than as provided in this Agreement.

Notwithstanding the preceding clause, the Supplier may adjust the Prices at any time upon written notice to the Buyer where there is an increase of more than [Percentage]% in the cost of raw materials, components, labor, energy, freight, or compliance costs, or a change in applicable law or exchange rates, affecting the cost of producing or supplying the Goods. The Supplier shall provide reasonable supporting information on request.

Price adjustments shall apply to all Purchase Orders accepted after the effective date of the adjustment and, in the case of adjustments under the preceding clause, also to accepted Purchase Orders for which Goods have not yet been collected, in which case the Supplier shall invoice the difference and the Buyer shall pay such difference prior to collection.

Where the Buyer requests special packaging, labeling, testing, certification or other additional services not included in the Price, the Supplier may charge for such services at its then-current rates or at such rates as the Parties may agree in writing.

If the Buyer disputes any adjustment of the Prices, the Buyer shall notify the Supplier in writing within [Number] days of receiving notice thereof, failing which it shall be deemed to have accepted the adjustment. The Parties shall negotiate in good faith for [Number] days, failing which the Supplier may terminate the affected Purchase Orders and the Buyer's rights to purchase the affected Goods upon written notice, without liability.

The Buyer shall pay the full Order Value of each Purchase Order, together with applicable Taxes, in advance of collection of the Goods. The Supplier shall issue a pro forma invoice upon acceptance of the Purchase Order, and the Buyer shall pay [Percentage]% of the amount stated therein (the "Advance Payment") within [Number] days of the date of such invoice and in any event not later than [Number] Business Days prior to the agreed collection date.

The Supplier shall not be obliged to commence production, allocate capacity, procure materials or make the Goods available for collection until it has received the Advance Payment in cleared funds. Any delay in payment shall extend the collection date accordingly, without liability on the part of the Supplier, and the Buyer shall remain bound by its obligations under the Purchase Order.

All payments shall be made in [Currency] by wire transfer to the bank account designated by the Supplier in writing, without set-off, counterclaim, deduction or withholding of any kind except as required by law. Payment shall be deemed made only when cleared funds are received in the Supplier's account.

If the Buyer fails to pay any amount by its due date, then, without prejudice to any other right or remedy of the Supplier, the Supplier may: (i) charge interest on the overdue amount at the rate of [Percentage]% per month, or the maximum rate permitted by law if lower, from the due date until payment in full; (ii) suspend performance of any or all Purchase Orders and withhold collection of Goods; and (iii) cancel any Purchase Order, in which case the Supplier may retain such portion of the Advance Payment as is necessary to cover its losses.

The Buyer shall bear all bank charges and transfer fees incurred in connection with its payments, and shall reimburse the Supplier for all costs of collection, including reasonable legal fees, incurred in recovering overdue amounts.

If any amount is overdue, the Supplier may set off any amount owed by it to the Buyer against any amount owed by the Buyer to the Supplier under this or any other agreement.

Any dispute regarding an invoice shall be notified in writing within [Number] days of the invoice date with reasonable supporting detail, failing which the invoice shall be deemed accepted. The Buyer shall pay any undisputed portion of a disputed invoice by the due date.

The Supplier shall make the Goods available for collection by the Buyer at the Collection Point on the collection date specified in the accepted Purchase Order, provided that the Advance Payment has been received. Delivery shall be deemed to occur, and the Supplier's delivery obligation shall be discharged, when the Goods are made available for collection at the Collection Point, whether or not the Buyer actually collects them (the "Delivery").

The Buyer shall, at its own cost and risk, arrange for the collection and transportation of the Goods from the Collection Point by a carrier that is suitably qualified and insured, and shall notify the Supplier of the identity of the carrier and the expected time of arrival not less than [Number] Business Days prior to the collection date. The Buyer shall ensure that its personnel and carriers comply with the Supplier's site rules, health, safety and security requirements while on the Supplier's premises.

The Supplier shall make the Goods available for collection during normal operating hours of [Collection Hours] on Business Days. The Buyer shall collect the Goods within [Number] days of the collection date (the "Collection Window"). Where the Buyer fails to collect within the Collection Window, the Supplier may, without prejudice to its other rights: (i) store the Goods at the Buyer's risk and expense at the rate of [Storage Charge] per [unit/day]; (ii) treat the Goods as having been delivered for all purposes, including payment and risk; and (iii) following [Number] days' further written notice, resell or dispose of the Goods and apply the proceeds against amounts owed by the Buyer.

Risk of loss of or damage to the Goods shall pass to the Buyer upon Delivery, being the time the Goods are made available for collection at the Collection Point, or, if earlier, upon loading of the Goods on the Buyer's vehicle or carrier.

Title to the Goods shall pass to the Buyer upon the Supplier's receipt of payment in full of all amounts due in respect of the Goods, including applicable Taxes. Until title passes, the Buyer shall hold the Goods as bailee for the Supplier and shall keep the Goods identifiable, insured and separate from its other goods. If the Buyer has not paid for Goods by the due date, the Supplier may enter upon the Buyer's premises to recover them.

Quantities recorded in the Supplier's dispatch records shall be conclusive evidence of the quantity of Goods delivered in the absence of manifest error. The Supplier may deliver Goods in installments, and each installment shall be treated as a separate sale, provided that a delay in or defect in any installment shall not entitle the Buyer to cancel any other installment.

The Buyer shall inspect the Goods upon collection and, in any event, within [Number] days following Delivery (the "Inspection Period"). Where the Buyer collects Goods without making any written notation of shortage or visible damage at the time of collection, the Goods shall be deemed to have been collected in good order and condition.

The Buyer shall notify the Supplier in writing of any claim that Goods do not conform to the Specifications or to this Agreement within the Inspection Period, specifying the nature and extent of the alleged non-conformity in reasonable detail and providing supporting evidence, including photographs and samples where applicable. For defects that could not reasonably have been discovered upon reasonable inspection, notice shall be given within [Number] days of discovery and in any event within the Warranty Period.

Goods shall be deemed accepted by the Buyer upon the earlier of: (i) the expiry of the Inspection Period without written notice of non-conformity having been given; (ii) the Buyer's use, processing, resale or incorporation of the Goods; and (iii) the Buyer's payment for the Goods, where it has not given such notice. Following acceptance, the Buyer shall not be entitled to reject the Goods or to claim that they do not conform to the Specifications, other than as provided in this Agreement for latent defects.

The Supplier shall manufacture the Goods substantially in accordance with the Specifications and with the quality standards set out in [Quality Standards and Certifications], and shall maintain a quality management system consistent with [Quality System Standard]. The Buyer acknowledges that the Goods are subject to customary tolerances in dimensions, weight, color and quantity, and that a variance of up to [Percentage]% in quantity shall not constitute non-conformity.

The Supplier shall be entitled to inspect any Goods claimed to be non-conforming, and the Buyer shall make such Goods and any related records available for inspection and testing by the Supplier or its nominee, and shall not dispose of, return or repair such Goods without the Supplier's prior written consent.

Where the Parties disagree as to whether Goods conform to the Specifications, either Party may refer the matter to an independent testing laboratory agreed by the Parties, or, failing agreement within [Number] days, appointed by [Appointing Body]. The laboratory's determination shall be final and binding on the Parties in the absence of manifest error, and its costs shall be borne by the Party whose position is not upheld.

The Supplier warrants to the Buyer that, for a period of [Number] months from the date of Delivery (the "Warranty Period"), the Goods will, under normal use and storage conditions, conform in all material respects to the Specifications and be free from material defects in materials and workmanship.

The warranty in the preceding clause shall not apply to the extent that non-conformity or defect arises from: (i) fair wear and tear; (ii) improper handling, transport, loading, storage, installation, use or maintenance after Delivery; (iii) alteration, modification or repair without the Supplier's written consent; (iv) use inconsistent with the Specifications or the Supplier's instructions; (v) compliance by the Supplier with the Buyer's designs, instructions or specifications; or (vi) any act, omission or negligence of the Buyer or any third party.

If the Buyer gives timely and valid notice of non-conformity in accordance with this Agreement and the Supplier confirms that the Goods do not conform to the warranty, the Supplier shall, at its sole option and expense, either: (i) repair or replace the non-conforming Goods within a reasonable time; or (ii) refund or credit the Price paid for the non-conforming Goods. The foregoing shall constitute the Buyer's sole and exclusive remedy, and the Supplier's sole and exclusive liability, in respect of any non-conformity or defect in the Goods.

Replacement Goods shall be made available for collection in accordance with this Agreement and shall be warranted for the remainder of the original Warranty Period or [Number] days from their Delivery, whichever is longer. Non-conforming Goods replaced by the Supplier shall become the property of the Supplier upon replacement, and the Buyer shall make them available for collection by the Supplier at the Buyer's premises.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SUPPLIER MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

The Buyer acknowledges that it has satisfied itself as to the suitability of the Goods for its intended purposes and has not relied on any statement, advice or representation of the Supplier not expressly set out in this Agreement.

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that its execution and performance of this Agreement do not conflict with any other agreement or obligation by which it is bound.

Nothing in this Agreement shall exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

Subject to the preceding clause, the total aggregate liability of the Supplier to the Buyer, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, arising out of or in connection with any Purchase Order or the Goods supplied under it, shall not exceed the Order Value of the Purchase Order giving rise to the claim, being the amount actually paid by the Buyer to the Supplier in respect of the Goods that are the subject of the claim.

Subject to the first clause of this section, the total aggregate liability of the Buyer to the Supplier arising out of or in connection with any Purchase Order, other than the Buyer's obligation to pay the Prices, Shortfall Payments and other sums due under this Agreement, and its obligations under the sections governing indemnification, intellectual property rights and confidentiality, shall not exceed the Order Value of the affected Purchase Order.

In no event shall the Supplier be liable to the Buyer, whether in contract, tort or otherwise, for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profit, revenue, business, goodwill, anticipated savings, or data, or for any costs of recall, production stoppage, or substitute goods, in each case whether or not foreseeable and even if advised of the possibility thereof.

The Supplier shall have no liability for any claim unless the Buyer has given written notice thereof within the applicable period specified in this Agreement and, in any event, commenced proceedings within [Number] months after the date on which the cause of action arose.

The Supplier shall not be liable for any delay or failure in the supply of Goods to the extent caused by the Buyer's act or omission, including late payment or late collection, and the Buyer's sole remedy for any delay in making Goods available for collection shall be an extension of the collection date, or, where the delay exceeds [Number] days, cancellation of the affected Purchase Order and refund of the Advance Payment attributable thereto.

The Parties acknowledge that the Prices reflect the allocation of risk set out in this section and that the limitations and exclusions herein are fundamental to the bargain between the Parties and shall apply even if any limited remedy fails of its essential purpose.

The Buyer shall indemnify, defend and hold harmless the Supplier, its Affiliates and their respective officers, directors, employees, agents and subcontractors from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Buyer's or its carrier's collection, transportation, storage, handling, use, processing, resale or distribution of the Goods after Delivery; (ii) any products into which the Goods are incorporated; (iii) the Buyer's breach of this Agreement or violation of applicable law; (iv) the negligence or willful misconduct of the Buyer, its personnel or carriers, including while on the Supplier's premises; and (v) compliance by the Supplier with any design, specification or instruction provided by the Buyer.

The Supplier shall indemnify the Buyer against third-party claims, to the extent finally awarded or agreed in settlement, that the Goods, as supplied by the Supplier and used in accordance with the Specifications, infringe the Intellectual Property Rights of a third party, subject to the limitations of liability set out in this Agreement. The Supplier shall have no liability for any claim arising from the Buyer's designs or specifications, from modification or combination of the Goods with other items, or from use of the Goods otherwise than in accordance with this Agreement.

A Party seeking indemnification (the "Indemnified Party") shall: (i) give the other Party prompt written notice of the claim, provided that failure to do so shall relieve the indemnifying Party of its obligations only to the extent it is prejudiced; (ii) allow the indemnifying Party sole control over the defense and settlement of the claim; and (iii) provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes any liability or admission on the Indemnified Party without its prior written consent, not to be unreasonably withheld.

The Buyer shall, throughout the Term and for [Number] years thereafter, maintain with reputable insurers commercial general liability insurance, product liability insurance and goods-in-transit insurance with limits of not less than [Insurance Amount] per occurrence, covering the Goods from the time risk passes to the Buyer, and shall name the Supplier as an additional insured where permitted.

The Supplier shall maintain during the Term product liability and commercial general liability insurance with limits of not less than [Insurance Amount] in the aggregate, with a reputable insurer.

Each Party shall provide the other with certificates evidencing the insurance required by this section within [Number] days of written request. The maintenance of insurance shall not limit or relieve either Party of its obligations or liabilities under this Agreement.

All Intellectual Property Rights in and to the Goods, the Specifications (other than any specifications furnished by the Buyer), the Supplier's manufacturing processes, designs, tooling, know-how, trade names, trademarks and packaging, and any improvements, modifications or derivatives thereof, whether made before or during the Term, shall remain the exclusive property of the Supplier or its licensors, and nothing in this Agreement shall transfer any such rights to the Buyer.

The Supplier grants the Buyer a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license during the Term, solely to use and display the Supplier's trademarks as affixed to the Goods and in accordance with the Supplier's brand guidelines, for the sole purpose of reselling the Goods in accordance with this Agreement.

The Buyer shall not: (i) remove, alter or obscure any trademarks, labels, serial numbers or notices on the Goods or their packaging; (ii) reverse engineer, disassemble, analyze the composition of or copy the Goods; (iii) register or use any trademark, domain name or business name confusingly similar to those of the Supplier; or (iv) challenge the validity of, or the Supplier's ownership of, the Supplier's Intellectual Property Rights.

Any Intellectual Property Rights in materials, designs or specifications furnished by the Buyer to the Supplier shall remain the property of the Buyer, and the Buyer grants the Supplier a non-exclusive, royalty-free, worldwide license to use such materials as necessary to perform this Agreement. The Buyer warrants that the Supplier's use of such materials in accordance with this Agreement will not infringe any third-party rights.

Any improvements, developments or inventions relating to the Goods or the Supplier's processes that are conceived or made by the Buyer, whether alone or jointly with the Supplier, shall be owned by the Supplier, and the Buyer hereby assigns, and shall procure the assignment of, all rights therein to the Supplier and shall execute all documents reasonably required for such purpose.

The Buyer shall promptly notify the Supplier of any actual or suspected infringement of the Supplier's Intellectual Property Rights of which it becomes aware. The Supplier shall have sole discretion to take action in respect thereof, and the Buyer shall provide reasonable assistance at the Supplier's request and expense.

The licenses granted in this section shall terminate automatically upon expiry or termination of this Agreement for any reason.

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party"), shall use it solely for the purposes of performing its obligations or exercising its rights under this Agreement, and shall not disclose it to any third party except as permitted under this section.

The Receiving Party may disclose Confidential Information to its and its Affiliates' officers, employees, professional advisers, insurers, financiers and subcontractors who need to know such information for the purposes of this Agreement and who are bound by written or professional obligations of confidentiality no less protective than those contained herein. The Receiving Party shall be liable for any breach of this section by such persons.

The obligations in this section shall not apply to information that the Receiving Party can demonstrate by written evidence: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in its possession prior to disclosure free of any obligation of confidentiality; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, court order, or the rules of any stock exchange or regulatory authority, provided that, where lawful, it gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party's efforts to seek a protective order or other remedy, and discloses only the portion legally required.

Upon the Disclosing Party's written request, or upon termination or expiry of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession and certify such destruction in writing, except that it may retain copies as required by law or in routine back-up systems, subject to continuing confidentiality obligations.

The Buyer shall not make any public announcement concerning this Agreement or use the Supplier's name in any marketing material without the Supplier's prior written consent.

The obligations in this section shall continue during the Term and for a period of [Number] years following its expiry or termination, and, in respect of trade secrets, for so long as such information remains a trade secret. Each Party acknowledges that damages may be an inadequate remedy for breach of this section and that the Disclosing Party shall be entitled to seek injunctive relief without proof of actual damage.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent that such failure or delay results from an event or circumstance beyond its reasonable control, which could not have been prevented by reasonable precautions (a "Force Majeure Event").

Force Majeure Events include acts of God, flood, fire, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, embargoes, sanctions, governmental actions or orders, labor disputes (other than those involving the affected Party's own employees), failure or shortage of utilities, transportation, raw materials or components, and failure of suppliers or subcontractors due to such events.

The affected Party shall give the other Party written notice of the Force Majeure Event as soon as reasonably practicable, describing its nature and expected duration, and shall use reasonable efforts to mitigate its effects and resume performance promptly.

Where the Supplier is affected by a Force Majeure Event that limits its ability to supply the Goods, the Supplier may allocate its available production and supply among its customers, including its Affiliates, in such manner as it determines in its sole discretion, and shall not be in breach of this Agreement by reason of such allocation.

The Minimum Purchase Commitment shall be reduced by the quantity of Goods that the Supplier is unable to supply during the period of a Force Majeure Event affecting the Supplier. A Force Majeure Event affecting the Buyer shall not relieve the Buyer of its obligations to pay for Goods already ordered or to meet the Minimum Purchase Commitment, except to the extent it prevents the Buyer from collecting Goods, in which case the Supplier's rights regarding storage in this Agreement shall apply.

If a Force Majeure Event continues for more than [Number] consecutive days, the Party not affected may terminate the affected Purchase Orders, or, if such event continues for more than [Number] days, this Agreement, upon [Number] days' written notice, without liability, save that the Supplier shall refund any Advance Payment attributable to Goods not yet made available for collection, less any costs incurred.

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue for an initial term of [Number] years (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive periods of [Number] years each (each a "Renewal Term"), unless either Party gives the other written notice of non-renewal not less than [Number] days prior to the end of the then-current Initial Term or Renewal Term.

Either Party may terminate this Agreement by written notice with immediate effect if the other Party commits a material breach of this Agreement that is incapable of remedy, or, if capable of remedy, fails to remedy such breach within [Number] days of receiving written notice requiring it to do so.

The Supplier may terminate this Agreement or any Purchase Order, or suspend performance, with immediate effect upon written notice if: (i) the Buyer fails to pay any amount when due and does not cure such failure within [Number] days after notice; (ii) the Buyer fails to meet the Minimum Purchase Commitment in any Contract Year; (iii) the Buyer breaches the sections governing intellectual property rights or confidentiality; or (iv) the Buyer undergoes a change of control without the Supplier's prior written consent.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, makes an assignment for the benefit of creditors, has a receiver, administrator or liquidator appointed over all or a substantial part of its assets, or ceases or threatens to cease to carry on business.

The Supplier may terminate this Agreement for convenience upon not less than [Number] days' prior written notice to the Buyer. The Buyer shall not be entitled to terminate this Agreement for convenience.

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach existing at or before such date.

The exercise by a Party of its right to terminate shall be without prejudice to any other right or remedy available to it under this Agreement or at law.

Upon expiry or termination of this Agreement for any reason, all licenses granted by the Supplier hereunder shall terminate immediately, and the Buyer shall cease to hold itself out as a customer or authorized purchaser of the Supplier.

All amounts owed by the Buyer to the Supplier, including for Goods delivered and for accepted Purchase Orders, shall become immediately due and payable upon termination, without further notice. Where this Agreement is terminated by the Supplier for the Buyer's breach, the Buyer shall also pay the Shortfall Payment calculated pro rata for the Contract Year in which termination occurs.

Accepted Purchase Orders outstanding as of the date of termination shall, at the Supplier's option, either be fulfilled in accordance with the terms of this Agreement or be cancelled. Where the Supplier cancels such Purchase Orders following the Buyer's breach, the Supplier may retain such portion of any Advance Payment as is necessary to compensate it for its losses, costs and expenses. Where the Supplier terminates for convenience, the Supplier shall refund to the Buyer any Advance Payment attributable to Goods not yet made available for collection.

The Buyer shall collect all Goods that have been paid for and are ready for collection within [Number] days of termination, failing which the provisions of this Agreement regarding uncollected Goods shall apply. The Buyer shall return or, at the Supplier's election, destroy any Supplier property, samples, tooling or materials in its possession, and the Supplier may repurchase unsold Goods at the Buyer's inventory at the original Price, at the Supplier's option.

Each Party shall comply with the confidentiality provisions of this Agreement following termination, and the Buyer shall return or destroy Confidential Information in accordance therewith.

The Buyer shall not be entitled to any compensation, indemnity, goodwill payment or damages by reason of the expiry or termination of this Agreement in accordance with its terms, including for loss of prospective profits or any investments made in connection with the Goods.

The following provisions shall survive expiry or termination: the sections regarding Prices, payment, passing of risk and title, warranties, limitation of liability, indemnification, intellectual property rights, confidentiality, consequences of termination, governing law and dispute resolution, and general provisions, together with any other provision that by its nature is intended to survive.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall [not] apply to this Agreement or to any Purchase Order.

The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiations between their senior executives. Either Party may initiate such negotiations by giving written notice of the dispute to the other Party, and if the dispute is not resolved within [Number] days of such notice, either Party may refer the dispute to the procedure set out in the following clause.

Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination, that is not resolved under the preceding clause, shall be finally resolved by [arbitration under the rules of [Arbitration Institution] by [one / three] arbitrator(s) / the courts of [Jurisdiction]]. The seat or place of arbitration shall be [City, Country], and the language of the proceedings shall be [Language].

The Parties submit to the exclusive jurisdiction of the aforementioned forum, save that the Supplier may at any time seek injunctive or other interim relief, or enforce its rights to payment or recovery of Goods, in any court of competent jurisdiction.

The prevailing Party in any dispute shall be entitled to recover from the other Party its reasonable costs and expenses, including legal fees, incurred in connection with the dispute, as determined by the tribunal or court.

The Parties shall continue to perform their respective obligations under this Agreement pending resolution of any dispute, save that the Supplier may suspend supply of Goods where any amount due is unpaid.

This Agreement, together with each accepted Purchase Order, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral. Each Party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. The Supplier may update its administrative requirements, such as collection procedures and site rules, upon reasonable written notice to the Buyer.

The Buyer shall not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Supplier. The Supplier may assign or transfer this Agreement or any of its rights or obligations hereunder to any Affiliate or to a successor to all or substantially all of the business to which this Agreement relates, upon written notice to the Buyer.

All notices under this Agreement shall be in writing, in the English language, and shall be delivered by hand, by internationally recognized courier or by email to the address of the receiving Party set out on the signature page, or such other address as that Party may notify in writing. Notices shall be deemed received: if delivered by hand, upon delivery; if by courier, [Number] Business Days after dispatch; and if by email, at the time of transmission, provided no delivery failure notice is received, or on the next Business Day if sent outside business hours.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

No failure or delay by a Party in exercising any right or remedy under this Agreement shall constitute a waiver thereof, and no waiver shall be effective unless in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Each Party shall comply with all laws applicable to its performance of this Agreement, including laws regarding anti-bribery and corruption, export controls, sanctions and trade compliance, and the Buyer shall be responsible for obtaining all licenses, permits and authorizations required for the collection, export and import of the Goods.

Except as expressly provided herein, no person other than the Parties and their permitted assigns shall have any right to enforce any term of this Agreement. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.