Monday, 7 February 2022

Supply Agreement

This Supply Agreement hereinafter referred to as “ Agreement ” , is entered into and made effective on 09-01-2021 ( “ Commencement Date ”) by and between the following parties:

Dunder Mifflin Private Limited, a company incorporated under the laws of India, having its registered office at

351 Raj Niketan, Bapu Vashi Road,Vile Parle West

Mumbai 

Maharashtra

400056

( hereinafter referred to as the “ Supplier ” which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successor-in-interest and permitted assigns) of the ONE PART

AND

Wexler McGill Law Office, a Firm incorporated under the laws of India, having its registered office at

37, Narayan Dhruv Lane, Mandvi

Mumbai

Maharashtra

400003

(hereinafter referred to as the “Purchaser ” which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) as the OTHER PART

Supplier and Purchaser may be referred to individually as “Party ” and collectively as the “Parties” Good


WHEREAS:

  1. Supplier is engaged in Selling Paper and other Stationary items.

  2. Purchaser is a Start-up law firm which handles various legal matters.

  3. Purchaser is desirous of buying Products ( as defined herein) from Supplier for the following purpose:

To fulfil the office needs with respect to stationary items such as Paper of different types( size , quality),Pens, Pencils , Highlighters, Files, Staplers etc.

(hereinafter “Purpose”).

  1. Supplier is agreeable to sell the Products to Purchaser for the said Purpose. OK

Now, THEREFORE , in consideration for the mutual Promises and convenants set forth herein, the Parties agree as follows:

 OBLIGATIONS OF THE PARTIES:

  1. Supplier shall deliver, and Purchaser shall accept, the Products in accordance with the delivery schedule 

Delivery Schedule – Within 10 days from the date of commencement of the Sale Agreement.

  1. Supplier shall deliver the Products, either directly or through any of its affiliated companies, to Purchaser , in the number and quality as set out in the specifications and according to the prices and conditions set out in this Agreement.

  2. The delivery shall be made to the Purchaser’s office. Specify the office address here

  3. Supplier shall ensure that the delivery is ready for delivery as per the stipulated delivery deadlines. What is the deadline? 10 days from order or 15 days from order?

  4. Purchaser shall have a right to inspect the Products at the factory or the Supplier prior to delivery of the Products.

  5. Supplier shall be liable for any delay of the delivery beyond the delivery date as outlined in the delivery schedule provided ( hereinafter referred to as the “ Delivery Date ”) and the grace period is of 1 ( one ) week.

  6. In the event of delay in delivery of the delivery, Supplier shall be liable to pay liquidated damages to Purchaser as per the following:

5% purchase price of products per day of delay.

  1. In case , Purchaser requests any technical assistance from supplier related to a Product, Supplier shall provide Purchaser technical assistance related to the Product.

  2. If Supplier is unable to so modify or exchange the Products, Purchaser shall be entitled to be compensated for the Product Price paid for the relevant Products, including costs incurred in transport, import duties and installation.

  3. Purchaser’s liability to supplier shall in no event in aggregate exceed a sum equal to the Total Net Purchase Price.

  4. Purchaser shall pay 7% interest of the total amount as penalty for the late payment of the order.

  5. In the event that as a result of an infringement claim , the delivery or use of the Products by Purchaser is restricted in whole or in part, Supplier shall at its option and at its costs, either modify or exchange the Products so that the Proprietary Rights is not infringed or secure license from a third party for the Products concerned.

  6. All claims on the part of Purchaser are invalid if Purchaser is responsible for the infringement of Proprietary Rights.

  7. Any technical or commercial assistance or advice given by Supplier or any affiliated company of Supplier to Purchase in oral, written or electronic form is given in good faith but without any warranty or liability.

  8. The Supplier shall ensure and provide the best quality and standard products.

  9. Purchaser also agrees not to buy any products, other than those specifically provided by Supplier, in the Territory during the Term.

  10. This Agreement shall not be assignable by any Party without the prior written consent of the other Party.

  11. A Party shall not make any announcements in Public , conduct interviews, issue advertisements or any Media releases in any other manner whatsoever in connection with this Agreement. OK

CONSIDERATION AND METHOD OF PAYMENT:


  1. The total net purchase price for purchase of all the Products is Rs 17000/- ( Rupees seventeen thousand only) ( “ Total Net Purchase Price ”).

  2. Payments by Purchaser to Supplier shall be made as follows:

50% Advance Payment before the Order is received.

50% of the Payment after the Order is received.

  1. Payment can be made by cash or cheque or wire transfer or any recognized method of payment recognized by law.

  2. Subject to the performance by Supplier of its obligations hereunder, in no event shall Purchaser be entitled to withhold any payment or any portion thereof unless agreed with Supplier beforehand in writing. However, Purchaser shall be entitled to withhold any liquidated damages payable from any payments that may be due to Supplier, without Supplier’s consent. Specify the penalty here for late or default in payment

  3. Purchaser shall bear the shipment and delivery costs.


TERM AND TERMINATION :


  1. The Term of this Agreement shall begin on the commencement Date (Specify the date) and will end on the Expiration Date (Specify the date)  ,.

  2. The Termination of the Agreement shall be on the Completion of 1st Anniversary of this Agreement.

  3. Each Party shall have the ability to terminate this Agreement for good cause, defined as any material breach of this Agreement. 

  4. A Party’s bankruptcy or insolvency.

  5. A Party is convicted of a felony or any criminal misconduct related to the Operation of its Business.

  6. Purchaser fails to pay any fees, costs, charges  or other amounts due under this Agreement.

  Each Party shall be entitled to terminate this Agreement by a written notice of 7 days to the other Party.


Refer to the sample clause-

(A) The term of this Agreement shall be for a period of five (5) years from the Effective Date and shall end on 23rd November 2025 (“Completion Date”) unless terminated earlier by either Party in accordance with the provisions as listed below.

(B) Either Party may terminate this Agreement, in case of a material breach of this Agreement. “Material Breach’ means and includes the following acts (the acts constitute a non-exhaustive list not including each specific Material Breach of this Agreement):

  1. Either Party has been declared as bankrupt or insolvent

  2. There is a change in the ownership or structure of business of either Party

  3. Purchaser fails to pay the Purchase Price, costs or other amount due under this Agreement

  4. Supplier fails to return/refund the whole or the defective part of the consignment

  5. Material representation made by either Party in respect of this Agreement

 (C)  In the event of Material Breach under Clause 4(B) of this Agreement, the non-defaulting Party must give the Party in default a written notice for Termination and the notice must clearly state the reason for termination of the Agreement. Further, the defaulting party shall have the opportunity to cure its breach/default within a period of 15 days, failing which the Agreement may be terminated with immediate effect by the non-defaulting party. 

(D) Each Party shall have a right to terminate this Agreement by giving a written notice of 30 days to the other Party. 

(E) The Agreement shall terminate immediately upon the occurrence of insolvency event

REPRESENTATIONS AND WARRANTIES:

  1. Supplier represents and warrants that it is authorized to manufacture the Products and pass clear title to the Products to Purchaser.

  2. Supplier warrants ( the “ Warranty”) that Products shall:

    1. Meet the required specifications;

    2. Be manufactured in accordance with the highest industry practices and shall be free from manufacturing or workmanship defects;

  3. A warranty Period of 6 months shall be provided by the supplier which includes the replacement of faulty products within 7 days.

  4. Purchaser is obligated to examine and Inspect all Products to check whether the Products Comply with the requirements specified in the Specifications upon delivery and shall notify supplier in writing of any deviation from the Specifications or any deviation from the performance guaranteed by the Supplier.

  5. Purchaser shall notify Supplier the visible defects within the time period of 7 days and in case if hidden defects immediately after they have become detectable.

  6. In the event that any Products are not in conformity with the warranty, Supplier shall, within a period of 7 days from the date of report of the breach of warranty, do the following: replace any Defective Products with Confirming Products delivered to Purchaser at Supplier’s cost.

  7. If Supplier fails to remedy any of the breach of the warranty in the manner specified in this Agreement, Purchaser may charge Supplier the cost incurred by Purchaser in this regard and / or terminate this Agreement, in whole or in part.


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