ACME Resources LLC (Buyer)
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Name: Michael Yuan
Title: General Manager
Date:
(Supplier)
Name:
Title:
Date:
This Supply Agreement (the “Agreement”) is entered into as of between ACME Resources LLC, a TX LLC located at (the “Buyer”), and , a located at (the “Supplier”). Buyer and Supplier are each a “Party” and together the “Parties.”
Supplier will manufacture and supply to Buyer the following products (the “Products”), together with such other items as the Parties may add in writing:
The Products must conform to the specifications set out in (the “Specifications”), as updated by mutual written agreement.
The unit price for the Products is , exclusive of applicable taxes. Prices are firm for the first months of the Term. Thereafter, Supplier may adjust prices on at least days’ prior written notice; any increase exceeding entitles Buyer to terminate the affected Products on notice without penalty.
Buyer will provide Supplier with a rolling, non-binding forecast of anticipated requirements. Buyer purchases Products by issuing purchase orders that reference this Agreement. Supplier will acknowledge each order within business days; an order not rejected within that period is deemed accepted. The terms of this Agreement control over any conflicting terms on a purchase order or acknowledgment.
Supplier will deliver the Products () by the delivery date stated in each accepted order. Title and risk of loss pass in accordance with the named Incoterm. Time is of the essence. If Supplier anticipates a delay, it will promptly notify Buyer and use commercially reasonable efforts to expedite delivery at its own cost.
Supplier will maintain a quality management system reasonably acceptable to Buyer and will not change the Specifications, materials, or manufacturing location without Buyer’s prior written consent. Buyer may inspect and test Products on receipt and may reject any nonconforming Products within days of delivery. Supplier will, at Buyer’s option, promptly repair, replace, or refund rejected Products and bear related return and re-delivery costs.
Supplier warrants that the Products will, for from delivery, (a) conform to the Specifications, (b) be free from defects in materials and workmanship, (c) be new and merchantable, and (d) be free of liens and encumbrances. This warranty is in addition to any warranty implied by law and survives inspection, acceptance, and payment.
This Agreement begins on the Effective Date and continues for year(s) (the “Term”), renewing automatically for successive one-year periods unless either Party gives written notice of non-renewal at least days before the end of the then-current term. Either Party may terminate for the other’s material breach not cured within days of written notice. Outstanding accepted orders survive termination unless the Parties agree otherwise.
Supplier will indemnify Buyer against third-party claims arising from defective Products or Supplier’s breach or negligence. Except for indemnification obligations and breaches of confidentiality, neither Party is liable for indirect or consequential damages.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws rules. It is the entire agreement on its subject matter and may be signed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: