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Material Supply
Agreement

PREPARED FOR
[Buyer Company Name] 

PREPARED BY
[Seller Company Name] 

Material Supply Agreement

This Material Supply Agreement (hereinafter referred to as the “Agreement”) is entered into as of the effective date [Agreement Effective Date],

By and Between

[Seller Company Name] (hereinafter referred to as the “Seller”), with the official address at [Seller Company Address], and; 

[Buyer Company Name] (hereinafter referred to as the “Buyer”), with the official address at [Buyer Company Address]  for the purpose of defining and agreeing upon the relevant governing aspects of the sale, purchase, and delivery of [Material Type] between the [Seller Company Name] and [Buyer Company Name]. 

Hereinafter, the Sender and Buyer Company shall be collectively referred to as the “Parties” and individually as the “Party.”

The Agreement constitutes the terms and conditions that shall govern the supply transactions between the Parties upon mutual agreement.

TERMS AND CONDITIONS.

1. SALES AND PURCHASE OF MATERIALS.

The Seller deals with the deliverables/services as mentioned below:

(a) [Deliverable/Service 1] 

(b) [Deliverable/Service 2] 

(c) [Deliverable/Service 3] 

2. NON-CANCELLATION OF PURCHASE ORDERS.
 
Once accepted by the Seller, all purchase orders (PO) shall become non-cancellable within [PO Non-Cancellable Period in Days] day(s) prior to the ship date specified by the Seller. After this point, a purchase order may not be cancelled, modified, or withdrawn except with the Seller’s prior written consent, signed by an authorized representative of the Seller.
 
3. PURCHASE ORDER.

The purchase order shall contain the following data:
(a) Description of services/deliverables
(b) Deadline for completion or delivery
(c) Pricing details
(d) [Additional Component of Purchase Order] 
 
Please note: All purchase orders are subject to the Agreement's terms and conditions. In the event of any conflict or discrepancy between a purchase order and the Agreement, the Agreement's terms and conditions shall prevail unless specifically agreed by both parties.
 
4. INSPECTION AND SUPPLY OF GOODS.

In the event that the Buyer’s representative fails to inspect the goods by the [Inspection Due Date], the Seller shall perform the said test or inspection, and the goods shall be deemed to be automatically accepted. If the performance figures obtained on any such test are outside the specified limits, the Buyer is entitled to reject the goods.

The goods shall be manufactured according to the Sellers’ standard procedures, including careful inspection, and wherever practicable, shall go through Sellers’ standard tests before dispatch. The Seller shall invite the Buyer to witness any contracted tests or a specific test, and shall give the Buyer at least [Buyer Test Notice Period] day(s) written notice.

5. DELIVERY.

If multiple deliveries are agreed in the Agreement, the Seller may deliver the goods in installments, each invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.

The Seller shall ensure that each delivery of the goods is accompanied by a delivery note that shows all relevant Buyer and Seller reference numbers, as well as the type and quantity of the goods (including the code number of the goods, wherever applicable).

6. WARRANTY.

The Seller warrants that on delivery, and for [Seller Warranty Period in Months] month(s) from the date of delivery (as shall be the warranty period), the goods shall:

(a) Conform in all material respects with their description and any applicable specification,

(b) Be free from material defects in design, material, and workmanship,

(c) Be of satisfactory quality according to Seller standards.

7. PRICING.

The Buyer agrees to the standard pre-determined rates set by the Seller. The following rates shall apply unless otherwise mutually modified by both parties.

Material / Product	Unit Price	Quantity	Total Price
[Material/Product 1]	$[Unit Price]	[Quantity]	$[Total Price]
[Material/Product 2]	$[Unit Price]	[Quantity]	$[Total Price]
[Material/Product 3]	$[Unit Price]	[Quantity]	$[Total Price]
Total Estimated Cost: $[Total Amount]

8. TAXES.

Prices for materials and products are exclusive of [Materials Excluded Taxes]. The Buyer agrees to pay or reimburse the Seller for all applicable taxes, duties, or other governmental charges. Such taxes shall be added to the invoice as a separate line item or invoiced separately, where applicable.

9. PAYMENT.

All payments and transactions shall be made in USD via [Mode of Payment]. The payment shall be made upon receipt of the invoice.

The Seller reserves the right to revoke any credit extended to the Buyer at the Seller’s sole discretion. Invoices will be issued upon shipment, and the Buyer agrees to pay such invoices when due.

Invoices not paid by the due date will incur a [Late Payment Fee in Percentage] per month on any unpaid balance from the invoice's due date until the date of payment. Seller reserves the right to disallow any pricing discounts or hold any shipment during any period when outstanding invoices become or remain past due.

10. SECURITY INTEREST.

The Buyer grants the Seller a security interest in all materials and products supplied under this Agreement, as well as in all of the Buyer’s rights, titles, and interests therein, to secure payment of the purchase price and performance of the Buyer’s obligations under this Agreement.

11. TITLE AND RISK OF LOSS.

Title and risk in the goods shall pass to the Buyer upon completion of delivery, in accordance with the terms of the quotation. Title to the goods shall not pass to the Buyer until:

(a) The Seller receives payment in full (in cash or cleared funds) for the goods.

(b) The Buyer resells the goods, in which case the title to the goods shall pass to the Buyer at the time specified.

Until the title of the goods has passed to the Buyer, the Buyer shall:

(a) Store the goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property.

(b) Do not remove, deface, or obscure any identifying mark or packaging on or relating to the goods.

(c) Maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

12. RETURNS.

(a) Materials and products should not be returned for any reason without authorization and shipping instructions from the Seller.

(b) All spools and packaging systems provided by the Seller for shipping materials and products remain the Seller’s property and must be returned in reusable condition, reasonable wear and tear excepted.

(c) A deposit for certain spools and packaging systems may be invoiced by the seller and credited to the Buyer upon their return to the Seller’s designated location in good condition.

13. LIMITATION OF LIABILITY.

Neither Party shall be liable to the other for indirect, special, or consequential damages arising out of this Agreement hereunder, including but not limited to loss of profits or equipment or other costs.

14. CONFIDENTIALITY.

The Parties agree not to disclose or use any information acquired during the course of this agreement without the written authorization of the concerned Party to any other party outside this agreement. The Parties undertake to maintain this confidentiality during and for [Confidentiality Duration in Months] month(s) after the termination of this agreement, and the same shall extend and apply to their respective employees and agents.
 
15. RELATIONSHIP OF PARTIES.

Nothing contained in this Agreement shall be taken to establish any partnership, joint venture, or employment relationship. The Parties hereby declare that there shall be no other relationship between them besides the one defined in this Agreement until the completion or termination of this Agreement.

16. INDEMNIFICATION.

Both Parties agree, respectively at their own expense, to indemnify, defend, and hold harmless all the other parties subject to this Agreement from any actions, suits, claims, damages (actual and consequential), judgments, levies, executions, liabilities, losses, expenses, and other costs incurred in connection with this Agreement for material supply.

17. WAIVER.

No right of either party under this Agreement may be waived except if expressly set out in writing and signed by an authorized representative of the party waiving such right. No waiver of any provision shall be implied by any party’s failure to enforce any of its rights or remedies herein provided, and no waiver shall affect any other provision where that waiver does not expressly apply.

18. ARBITRATION.

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s) who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators' decision shall be final and binding on both Parties. 

19. CONFLICT OF INTEREST.

The Seller represents that the performance of this Agreement does not conflict or cause a breach, and/or the Seller shall not accept any task from any other business organization that creates conflicts between the Parties.

20. TERM AND TERMINATION.

This Agreement shall come into effect on [Agreement Effective Date], continue for [Agreement Term] month(s), and be terminated according to the terms herein.

Without limiting its other rights or remedies, the Seller may terminate this Agreement with immediate effect by giving written notice to the Buyer in case the Buyer commits a material breach of any term of the Agreement and fails to remedy that breach within [Number of Days to Remedy Breach] day(s) of that party being notified in writing to do so.

21. FORCE MAJEURE.

Neither of the Parties shall be liable for any failure in performance of any obligation under this Contract due to causes beyond that Party's reasonable control, including and not limited to any pandemic, fire, strike, act, or order of public authority, and other acts of God, during the pendency of such event.

22. MODIFICATION. 

No modification of this Agreement shall be made unless in writing and signed by both parties.

23. NOTICES.

Any notices required or permitted by this Agreement shall be in writing and delivered by certified mail or courier to the mentioned address.

24. SEVERABILITY. 

If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Agreement.

25. GOVERNING LAW. 

This Material Supply Agreement shall be governed by and construed in accordance with the laws of the [Governing Law] without regard to conflict of law principles, only if no resolution is derived from arbitration.

26. ENTIRE AGREEMENT. 

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

ACCEPTANCE AND SIGNATURE.

Both Parties shall provide their acceptance by signing below:

[Buyer Company Name] 

[Seller Company Name] 

Name: 

Name: 

Signature:

Signature: 

Date:

Date:    

Material Supply Agreement Template

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