This exclusive supply agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our exclusive supply agreement template:
EXCLUSIVE SUPPLY AGREEMENT This Exclusive Supply Agreement (the "Agreement") is effective on [DATE], BETWEEN: [NAME OF THE BUYER], (the "Buyer"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE SUPPLIER], (the "Supplier"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Buyer and Supplier shall be referred to as the "Parties." WHEREAS, the Supplier is the owner of [SPECIFY PRODUCTS] which he intends to sell and supply to the Buyer on an exclusive basis; WHEREAS, the Buyer is desirous of obtaining those Products from the Supplier, and the Supplier is willing to grant the Products, upon the terms and conditions hereinafter set forth; WHEREAS, the Buyer and the Supplier desire to enter into an exclusive Agreement with regard to the sale and purchase of the products listed in Appendix A, hereinafter called the "Products;" WHEREAS, the Buyer and the Supplier are entering into this Agreement in good faith and are relying on its terms; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: SCOPE OF AGREEMENT The scope of the present Agreement is to exclusively supply the Products to the Buyer, and the Buyer shall purchase the Products. The Parties hereto acknowledge and agree that the Supplier may sell other products to any third party upon the prior written consent of the Mentor, which consent may be withheld by the Mentor at the Mentor's sole and absolute discretion. The "Products" shall mean the goods or services specified in Exhibit A attached hereto, which may be modified from time to time by mutual written agreement of the Parties. Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any agreement between it and any third party. ORDER, SUPPLY OF PRODUCTS AND DELIVERY The Buyer shall submit purchase orders to the Supplier for the Products. Purchase orders shall include the type and quantity of Products requested by the Buyer, the requested delivery date, and any other specifications required by the Supplier. The Supplier shall use its best efforts to fill purchase orders in a timely manner and shall notify the Buyer of any anticipated delays. The prices for the Products shall be as set forth in Exhibit A and shall remain fixed during the Term of this Agreement. Payment terms shall be as set forth in Exhibit A. All materials delivered to the Buyer shall be set forth in each written purchase order. The Supplier shall use its best efforts and the latest and most efficient delivery systems to deliver the materials no sooner than [NUMBER OF DAYS] days prior to the applicable delivery date and no later than the applicable delivery date. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENTS For providing the Products to the Buyer, the Buyer shall pay to the Supplier the price of the Products ordered through the purchase order. It is agreed that the terms of this Agreement shall prevail over any terms that may be included on the purchase order. Payment shall be due and payable within [NUMBER OF DAYS] days of the date of an invoice from the Supplier. If the Buyer fails to make any payment due to the Supplier under this Agreement by the due date for payment, then the Supplier may suspend the supply of the Products. All charges and taxes or any other applicable sales tax shall be paid by the Buyer at the rate and in the manner for the time being prescribed by law. TERM AND TERMINATION TERM: The Term of the Agreement is until the [DATE] from the Effective Date of this Agreement. TERMINATION: In the event of a noncompliance with any material term or condition of this Agreement by either Party, the other Party, in addition to any other remedies it may have, may terminate this Agreement by a written notice to the breaching Party, specifying such non-compliance. This Agreement shall terminate automatically after [NUMBER OF DAYS] days unless the breaching Party cures the breach within such [NUMBER OF DAYS]-day period. The present Agreement shall be automatically terminated at the expiration of the period of the present Agreement unless the Agreement is renewed at the end of the mentioned Term. However, both the Parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of [NUMBER OF DAYS] days. Termination of this Agreement shall not release either Party from its obligations arising under this Agreement prior to the Effective Date of the termination. Termination by any Party shall not affect the rights and obligations of either Party which accrued before the Effective Date of the termination and does not affect any obligations of confidentiality covered by this Agreement. LIABILITY In no event shall the Supplier be liable for any incidental, special, indirect, punitive or consequential damages, lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence) or otherwise, even if the Supplier has been informed of the possibility thereof. Notwithstanding anything else herein, all liability of the Supplier for claims arising under this Agreement or otherwise shall be limited to the money paid by the Buyer to the Supplier for the Products or services in the [NUMBER OF DAYS] days preceding the event or circumstances giving rise to such liability. This limitation of liability is cumulative and not per incident. EXCLUSIVITY Subject to the terms and conditions of this Agreement, the Supplier shall supply the Products (or services) to the Buyer in the Territory exclusively to the Buyer during the Term; and the Supplier shall not, directly or indirectly, market, solicit orders for, sell, offer for sale, import, distribute, commercialize or otherwise provide the Products to any other party in the Territory. The Supplier shall not enter into any agreement with any third party that would conflict or interfere with its obligations under this Agreement, or result in its violation or breach of the terms, conditions or provisions of this Agreement, or violate or conflict with applicable law. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE The Parties understand that some information may be of a confidential and sensitive nature. The Parties agree not to discuss or disclose information associated to this Agreement.
