DATE : May 27, 2014

[Insert name of Your Company]

("Company")
(" ")

[Insert name of the Supplier]

("Supplier")
(" ")

SUPPLY CONTRACT

THIS CONTRACT is made the day: 2014-05-27
2014-05-27

BETWEEN:

[Insert name of Your Company], a company incorporated in and existing under the laws of
[Insert Country Name], whose registered office is at [Insert Address], ("the Company),
[Insert name of Your Company], , [Insert
Address], [Insert Country Name], (""],

AND:
:

................................. [company legal name], a company incorporated in and existing under the
laws of the Peoples Republic of China, whose registered office is at .....................................
[address, city and country] (the Supplier).
................................. [ ], ................... ,
..................................... [ ] (""),

IT IS HEREBY AGREED as follows:

:

1. AGREEMENT TO SUPPLY

1.1 The Supplier will sell and deliver and the Company will buy the products specified
in Schedule 1.
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1.2 The list of products in Schedule 1 may be amended by written agreement during the
life of this Contract.
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2. DURATION

2.1 This Contract is for an initial period of 1 years commencing on 2014-05-27.

2014-05-27 1

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2.2 At the end of the initial period the Contract will continue on a yearly basis unless it
is terminated by either Party giving not less than 3 months written notice to the
other to expire at the end of the initial period or on any subsequent anniversary of
the last day of the initial period.

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3. QUALITY

3.1 Products to be supplied under this Contract must conform to the description and
specifications contained in Schedule 2.
2

3.2 The Company must notify the Supplier promptly in writing if it becomes aware of
any Products which do not conform to the requirements set out in this Contract. The
Company will not be obliged to pay for non-conforming Products and the Supplier
will be responsible for their removal and replacement with Products that conform
to the requirements of the Contract.

3.3 Where appropriate, independent inspection and testing of Products will be carried
out at agreed intervals with an independent third Party appointed by the Company
and approved by the Company. A copy of every test report will be made available to
the Supplier by the Company.

3.4 The costs of such inspections and tests:

Will be borne by the Company

4. QUANTITIES AND ORDERING PROCEDURES

4.1 The minimum and maximum quantities of Products which the Company will order
in each Contract Year are set out in Schedule 3. A "Contract Year" is the 12 month
period commencing on the date established in Clause 2.1 and on each anniversary
of that date.

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 3 2.1
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4.2 The Company will provide a written forecast of its anticipated annual requirements
at least 15 days before the commencement of each Contract Year and will also
provide regular written quarterly forecasts of its requirements on 1 January, 1 April,
1 July and 1 October each year. These forecasts will be updated as circumstances
require.
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1 1 4 1 7 1 10 1

4.3 Products will only be supplied under this Contract against orders placed by the
Company. Each order must be in writing specifying the number and type of
Products required and the proposed delivery date(s). Every order must be placed at
least 5 days before the delivery date. The Company may vary an order in writing at
any time up to 5 days before the first delivery date specified in the order.

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5

4.4 The Supplier will not be obliged to deliver more than the maximum annual or
monthly quantity specified in Schedule 3. The Company must obtain the Supplier's
written acceptance of any order in excess of the maximum monthly or annual
quantity.
3

5. DELIVERY RISK & OWNERSHIP

5.1 The Products will be delivered by the Supplier to the Company at the delivery points
specified in Schedule 4. This may be changed by agreement.
4

5.2 Delivery point is at the premises of the Supplier.

5.3 All deliveries will be made during normal working hours of the Company, unless
otherwise agreed in writing.

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5.5 The Supplier will arrange for packaging and labelling of the Products in accordance
with procedures agreed in writing with the Company from time to time. The
Supplier will also provide such documentation as may be appropriate to enable the
Products to be delivered.

5.6 If the Company fails to take delivery of Products on the date fixed for delivery, any
costs incurred by the Supplier in storing them will be reimbursable by the Company
on demand and risk in Products will pass to the Company.

6. PRICES

6.1 Prices of Products at the date of this Contract are shown in Schedule 1. These prices
include transportation to the delivery point.
1

6.2 Prices will be subject to adjustment at the commencement of each new Contract
Year.

New prices will be adjusted through negotiation and agreement during 1 months
before the commencement of the new Contract Year. In fixing any new prices, the
Supplier will provide the Company with details of cost increases and other relevant
data. Both Parties will act in good faith in these negotiations.
1

6.3 Prices applying at the time that negotiations commence will apply until a price
change is agreed. If within 30 days from the commencement of a Contract Year, no
agreement on a change in price has been reached, the Supplier will have the right to
give 30 days notice to terminate the Contract.
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30

6.4 When the Company buys Products for resale, it will be free to fix its own resale
prices.

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7. PAYMENT TERMS

7.1 The Supplier will upon request provide the Company with copies of delivery notes
and other relevant data to support invoices which are submitted.

7.2 The Supplier will be entitled to suspend delivery of any order for Products if any
payment for Products already delivered is outstanding for more than 10 days after
the date upon which it became due.
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9. CLAIMS

9.1 If the Company becomes aware of any claim or potential claim in respect of
defective product liability arising from a delivery of any Products it shall
immediately inform the Supplier in writing providing all necessary
information/documentation to enable the Supplier to take any appropriate action.
The Supplier may require the Company to give all reasonable assistance, at the
Suppliers cost, to enable the Supplier to defend its reputation. The Company shall
not, without the prior written authorisation of the Supplier settle any such claim.

9.2 The Company undertakes that it will not make any misleading claims or produce
any misleading advertising material in respect of the Products.

10. TERMINATION

10.1 The Supplier may terminate this Contract by notice to the Company if the Company
is overdue in making any payment for more than 60 days, or if the Company
commits any material breach of this Contract and (in the case of a breach capable of
remedy) fails to remedy the breach within 20 days of being requested to do so in
writing.

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 60
20

10.2 The Company may terminate this Contract if the Supplier fails to perform its
obligations or commits a material breach of this Agreement and (in the case of a
breach capable to remedy) fails to remedy the breach within 10 days of being
requested to do so in writing.
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10.3 Either Party may terminate this Contract by notice if the other Party becomes
insolvent or has a receiver or liquidator appointed or enters into an arrangement
with its creditors.

10.4 The Supplier may terminate this Contract in the circumstances contemplated by
Clause 6.3.
6.3

11. FORCE MAJEURE

11.1 The Supplier shall not be liable to the Company for failure to deliver nor shall the
Company be liable to the Supplier to take Products ordered under this Contract
where:

11.1.1 the failure is due to a cause outside that Party's control including, but
not limited to, acts of nature, war, terrorism, sabotage, fire, explosion,
flood, action of any governmental authority, embargo, failure of raw
materials supply, strike or labour dispute (except of the workforce of the
Party claiming force majeure), and

11.1.2 it gives notice of the event as soon as practicable to the other Party.

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 A Party claiming force majeure must use all reasonable efforts to avoid or mitigate
the effect of the force majeure event.

11.2 If a force majeure event continues for more than 30 days either Party may give
notice to the other to terminate this Contract.
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12. ASSIGNMENT AND SUBCONTRACTING

12.1 Neither Party shall assign any of its interests in this Contract without the others
prior written consent.

12.2 The Supplier shall not subcontract any of its obligations to any third party
without the prior written consent of the Company.

13. RELATIONSHIP OF THE PARTIES

13.1 Nothing in this Contract shall constitute, or be deemed to constitute, a partnership

between the Parties, nor, except as expressly provided, shall either Party
constitute, or be deemed to constitute, the agent of the other for any purpose.

13.2 Subject to any express provisions to the contrary in this Contract, the Manufacturer
shall have no right or authority to, and shall not, do any act, enter into any
contract, make any representation, give any warranty, i ncur any liability,
assume any obligation, whether express or implied, of any kind on behalf of the
Company or bind the Company in any way.

14. NOTICES

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Any notice or communication required or permitted to be given under this Contract or in
connection with the matters contemplated hereunder shall, except where otherwise
specifically provided, be in writing in the English language.

Any such notice shall be addressed as provided below. The address and other details of the
Parties are:

SUPPLIER: ............................................................................................
:
Name of the Representative: ..............................................................
:
Postal address: .....................................................................................
:
Fax number: ..........................................................................................
:
Email address: ........................................................................................
:

COMPANY: [Insert Company Name],

:
Name of the Representative: [Insert Name and Surname],
:
Postal address: [Insert Address]

Email address: [Insert Email]

15. AMENDMENTS AND ADDITIONS

No amendment or addition to the present Contract shall be valid without written

agreement by both Parties.

16. LAW AND JURISDICTION

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The Parties shall exercises their best efforts to resolve by negotiation any and all disputes,
controversies or differences between them arising out or relating to this Contract.

If the dispute is not resolved by direct negotiation, it will be finally settled by legal
proceedings and in accordance with the law of China, unless the Company as plaintiff
wishes to pursue legal proceedings within the jurisdiction of the other Partys
headquarters.

17. LANGUAGE

The whole text of the present Contract and all documents derived from it, including the
Schedules, have been written in English and Chinese, both versions being deemed
authentic, but for legal purposes the text in English is to be given priority of interpretation.

Both Parties declare their conformity to the present Contract, which is signed in 2 copies,
each of which shall be considered original.
2

This Contract enters into force the on date specified above.

SIGNED by a duly authorized representative of the Company and of the Supplier.

SIGNED by : [Insert Name and Surname]

For and on behalf of the Company
Position : General manager
Date : 2014-05-25

In the presence of : ...................................................................................

SIGNED by : .....................................................................................................
For and on behalf of the Supplier
Position : ..........................................................................................................
Date : 2014-05-25

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 SCHEDULE 1
1
PRODUCTS AND PRICES (CLAUSE 1 AND 6)
1 6

Attached list of products and prices.

SCHEDULE 2
2
DESCRIPTION AND SPECIFICATIONS OF PRODUCTS (CLAUSE 3 AND 1)
3 1

Attached description and specifications of products

SCHEDULE 3
3
MINIMUM AND MAXIMUM QUANTITIES PER CONTRACT YEAR (CLAUSE 4)
4

Attached minimum and maximum quantities of each product per year contract.

SCHEDULE 4
4
DELIVERY POINT (CLAUSE 5)
5

Insert delivery place as precisely as possible. For example: suppliers factory, port of
Shanghai, airport of Beijing, etc.

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