This toll manufacturing agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our toll manufacturing agreement template:
TOLL MANUFACTURING AGREEMENT This Toll Manufacturing Agreement (the "Agreement") is effective [DATE], BETWEEN: [BUYER COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [MANUFACTURING COMPANY NAME] (the "Manufacturer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to engage the services and purchase the products from the Manufacturer to sell Products in [COUNTRY], and Manufacturer wishes to do so; WHEREAS both parties wish to set out in writing the terms and conditions of their arrangement; NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS: TOLL MANUFACTURING The Company shall retain Manufacturer for the production of [PRODUCT DESCRIPTION] (the "Products") in accordance with the specifications contained in the statement of work attached hereto as Exhibit A (the "SOW"). Company will make all reasonable efforts to provide clear instructions, documentation, and product specifications to Manufacturer. Manufacturer must manufacture the Products in accordance with this Agreement, in compliance with applicable laws and regulation, and using generally accepted industry practice. SUPPLY OF MATERIALS 2.1 Except as otherwise agreed upon herein, Company shall supply, or arrange to supply, to Manufacturer all raw materials need for the production of the Products, as specified in Exhibit B. PURCHASE ORDERS Company shall submit orders for the Products by submitting a purchase order to Manufacturer (the "Purchase Order") detailing the number of units of the Products to be produced and the date of delivery. Supplier will be entitled to produce no more than the number of units of the Products shown on the Purchase Order. Manufacturer must acknowledge receipt of any Purchase Orders. GRANT OF LICENSE Company grants to Manufacturer a limited, non-transferrable and non-exclusive license to use the any intellectual property necessary to produce the Products during the term of this Agreement. Nothing in this Agreement shall give Manufacturer any right, title or interest in such intellectual property. OWNERSHIP OF PRODUCTS Company owns all rights to the Products produced by Manufacturer. PAYMENT Manufacturer will be paid $ [TOTAL] per unit of Product produced under this Agreement. Payment of the agreed upon fee for [GRAND TOTAL] shall be paid in the manner and schedule stated in the Scope of Work. In addition, Manufacturer shall pay a tolling fee of $ [TOTAL] Payment will be made within [NUMBER OF DAYS] days from receiving an invoice from Manufacturer. LATE PAYMENTS Manufacturer will be entitled to charge interest of [INTEREST PERCENTAGE] % on any unpaid balance more than [DAYS] days past due. SHIPMENTS 8.1 The Products will be delivered by Manufacturer to Buyer on or before [SPECIFY DATES AND FREQUENCY] at the following address: [COMPLETE ADDRESS] 8.2 Manufacturer will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify Company of any anticipated delays. 8.3 The Products will be suitably packaged in accordance with the SOW. 8.4 The [SPECIFY: BUYER OR MANUFACTURER] will pay for all freight, insurance and other shipping expenses. Manufacturer will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify Buyer of any anticipated delays. 8.5 Title and risk of loss will pass to Buyer upon delivery of the Products. PRODUCT ACCEPTANCE The Products delivered by Manufacturer will be inspected and tested by Buyer within [NUMBER OF DAYS] days of delivery. If the Products delivered do not comply with the specifications in the SOW and Purchase Order, Buyer has the right to reject the non-conforming Products. Products not rejected within [NUMBER OF DAYS] days of delivery will be deemed to be accepted by Buyer. In the event any Products do not comply with the specifications in the SOW and are rejected by Buyer, Buyer may, at its option, (i) return for a replacement, (ii) return for a credit or (iii) return for a refund. WARRANTIES Manufacturer warrants that it will perform the SOW in a good, professional and workmanlike manner, and Manufacturer will promptly notify Company of any delay or defect in the production of the Products. Manufacturer warrants that the Products will be produced in compliance with the specifications and quality control standards, if any, in the SOW and any Purchase Order, and in compliance with all governmental and environmental regulations. Manufacturer warrants that the Products will be free from substantive defects in workmanship for a period of [SPECIFY: DAYS/MONTHS/YEARS] from the date of shipment. The warranty does not apply to any Products that are damaged due to the misuse, abuse, alteration, or negligence of any party other than Supplier. Manufacturer makes no other representations or warranties, whether express or implied, and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose. TERM 11.1 The terms of the present Agreement commences on the Effective Date and will remain in effect until [TERM EXPIRY DATE] unless sooner terminated or subsequently continued in accordance with the terms and conditions of the present Agreement. 9.2 This agreement will terminate, unless the parties have mutually agreed in writing to renew it for an additional term with written notice of such election to renew not less than [NUMBER OF MONTHS] months and not more than [NUMBER OF MONTHS] months prior to the expiry of the initial term. 9.3 This agreement will renew automatically for a term of [NUMBER OF YEARS] year(s), unless either party has given at least [NUMBER OF MONTHS] months written notice not to renew to the other party. TERMINATION Company and Manufacturer may at any time by mutual consent decide to terminate this Agreement pursuant to written and delivered notice to the other party. Company may terminate Manufacturer's rights to produce the Products for any reason on [NUMBER OF DAYS] days' written notice of termination. Manufacturer retains the right at any time to terminate its obligations to produce the Products on [NUMBER OF DAYS] days' written notice of termination. This Agreement also may be terminated automatically, without notice, (i) upon the institution by or against Company and Manufacturer of any insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts, (ii) upon Company's or Manufacturer's making an assignment for the benefit of creditors, or (iii) upon Company's or Manufacturer's dissolution. DEFAULT If either party should fail to perform its respective obligations under the terms of this Agreement, the other party will notify of the party that it is presumed to be in default and give reasonable recourse to cure the stated issue. The defaulting party will have the opportunity to cure the default within [NUMBER OF DAYS] days of notice by the other party. In the event of a failure to cure a breach or default within the stipulated time, the other parties will have the right to terminate this Agreement immediately. EFFECT OF TERMINATION
