Agreement to buy the product manufactured by another manufacturer is signed, when one company want to do the business in the product which is produced by another company. The purpose of this agreement is to set specific terms and conditions that apply to the working relationship. It ensures that both parties understand and agree to the terms within before signing.
Draft of Agreement to buy the product manufactured by another manufacturer
THIS AGREEMENT is executed on this 3rdday of March,2009, between- M/s.EF Private Limited, a Company incorporated under the Indian Companies Act,1956 and having its registered office at ……., ……………, Delhi-110007, through Mr. …………,Managing Director hereinafter referred to as “The Buyer” (which expression shall unless repugnant thereto shall mean and include its successors, affiliates, nominees and permitted assigns of the one part and M/s. …………….., ……………………., ………………., …………………………, ……………….., Haryana a Proprietorship concern, through Mr. having its registered office at ………., ……………, ………………., hereinafter referred to as “The Seller” (which expression unless repugnant thereto shall mean and include its successors, affiliates, nominees and permitted assigns of the other part.)
WHEREAS:
The seller has been carrying on the business of manufacturing and selling of Perfume, Cosmetics Shoe care Products and other products from their factory at M/s. …………….., ……………………., ………………., …………………………, ……………….., Haryana
The seller has agreed with the Buyer to manufacture and sell as per the demand of the Buyer and the Buyer has agreed to buy “………………………(Produce Name)” under the Brand Name “………………..” hereinafter referred to as “The Said Product” in accordance with specifications given by the Buyer to the Seller in writing from time to time on the terms and conditions mentioned hereinafter.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO as follows:
1. The Seller shall manufacture the said product as may be required by the Buyer from time to time in accordance with the specifications given by the Buyer to the Seller and in accordance with the orders given from time to time. The Buyer will guarantee to take delivery of all products manufactured as per Purchase Orders issued by it to the Seller, subject to quality control by the Buyer.
2. The seller undertakes to manufacture the products in accordance with the specifications in the style, design & colour as specified and provided by the buyer. However, in case there is any manufacturing defect found in the products manufactured by the Seller, due to any reason, whatsoever, the Seller shall replace/repair the products free of charge within a reasonable period.
3. The Seller guarantees and warrants that the said products manufactured by it shall in all respects conform to the specifications given by the Buyer to the Seller.
4. The Buyer has been authorized by “M/s ………. Club” (…………..) to use their Trade Mark “………………….” on the products supplied by the Seller. The Buyer hereby authorizes the Seller during the continuance of this agreement to affix Trade Mark “……………………..” on the said products manufactured by the Seller.
5. It is hereby expressly agreed and declared that nothing herein contained is intended to give or transfer to the seller, any right, title or interest in respect of any trade mark, trade name, patent used by the buyer or to which the buyer is entitled which shall at all times remain the Buyer’s exclusive and absolute property.
6. The Seller shall not at any time –
(a) Take any action which shall or may impair the right, title or interest of the Buyer in the said Trade Mark or Trade Name used by the Buyer or create any right, title or interest therein or thereto adverse to the Buyer.
(b) Use or permit to be used the said Trade Mark or any other Trade Mark belonging to or used by the Buyer by any person, firm body corporate or authority.
(c) Use the said Trade Marks or any other Trade Mark belonging to or used by the Buyer together with any other Mark or Marks or any other part of Mark.
(d) Sell the product manufactured as per seller’s specifications under Trade Mark used by buyer to any third party, (including “……………..” owners of the Trade Mark) directly during the continuation of this agreement and at any time in future, except to the party as referred by the buyer.
(e) Sell the product directly or indirectly to any third party, without prior written consent of the buyer, breach of which will allow the Buyer to take legal action against seller.
(f) Sell directly or indirectly the product of buyer specification even after the contract elapses with the buyer.
7. The Buyer reserves the right to revoke the authority to affix the said Trade Mark given to the said Seller under Clause No.4 hereof at its discretion and without assigning any cause.
8. The Buyer will arrange the SQC of the Products at Seller’s works and the Seller will dispatch the Products after acceptance of the same. The Products shall conform to the specifications given by the Buyer.
9. The Seller shall sell and the Buyer shall buy subject to the observance and fulfillment of the terms herein stated and the terms which will follow hereinafter such quantities of the products at the rate which will be fixed by the Seller from time to time and acceptable to the Buyer, Excise Duty, Sales Tax and any other Local Tax etc. will be Extra on actual. The quantities and the rates of the products to be sold by the Seller to the Buyer will be determined as per the purchase order issued by the Buyer to the Seller from time to time.
10. The property in the said products sold by the Seller to the Buyer under this Agreement shall be passed on to the Buyer on delivery by the seller to the transporter nominated by the Buyer.
11. It is expressly agreed and understood between the parties that all raw and packing material in respect of the products will be entirely procured by the Seller and the Buyer shall not be responsible or will not be called upon by the Seller to supply any raw and packing material, whatsoever, to the seller in respect of the products.
12. Nothing in this Agreement shall be constituted or be deemed to constitute the Seller as the Agent of the Buyer, it being agreed and understood that this Agreement is on a Principal-to-Principal basis.
13. The Seller shall not sub-contract or sub-delegate the manufacture of the said products to any other person or persons without consent of buyer.
14. STORAGE AND DELIVERY
14.1 The property in the said products sold by the Manufacturer to the Buyer under his Agreement shall pass to the Buyer on delivery by the Manufacturer to the public carriers nominated by the Buyer.
14.2 The quantity, delivery period and other particulars of the Products to be sold by the Manufacturer to the Buyer will be mutually agreed and recorded in the purchase orders to be placed by the Buyer from any of its branches or Depots on the Manufacturer from time to time.
14.3 The Manufacturer will deliver the Products to the Buyer in packaging of predetermined sizes subject to the conditions prescribed in this Agreement. Such packaging shall have the trademarks, designs and get-up as may be approved by the Buyer from time to time.
15. BILLING / DISPATCHES AND PAYMENT
15.1 The Seller shall raise invoices on the Buyer or to the party nominated/referred by the buyer and price payable for the products shall be as may be mutually decided by the parties hereto time to time.
15.2 Statutory duties being Excise Duty, Sales Tax/VAT, Octroi, if any, shall be borne by the Buyer as an extra charge.
15.3 The Seller shall dispatch the Products on ‘Freight Paid’ basis through the Transporter nominated by the Seller.
15.4 The Seller shall ensure that the consignment dispatched by it to the Buyer is accompanied with all statutory documents being invoices, delivery challans, LRs etc. and its invoices comply with the statutory requirements of law including as prescribed under the Central Excise Act, CST Act and State VAT Act.
15.5 The payment shall be made by the Buyer to the Seller in manner as agreed from time to time.
16. This Agreement shall commence on the ………. Day of March ……… and shall remain in force for 1 year, from the date of commencement, until either party terminates it at any time by giving not less than 90 days notice in writing in that behalf.
17.Notwithstanding anything to the contrary herein contained, either party hereto shall be entitled to terminate this Agreement forthwith without any notice or any compensation in lieu of notice upon the happening of any of the following events :
(a) If the either party commits a breach of any of the terms of provisions of this Agreement and the same is not corrected within 30 days of being brought to notice;
(b) If the either party goes into liquidation whether voluntary or compulsory (except for the purpose of amalgamation or reconstruction);
(c) If any distress, execution or other process of the court is levied upon any property or assets of the other party;
(d) If a receiver is appointed in respect of any property or assets of the other party;
(e) If the either party makes any composition or arrangement with its creditors.
(f) On termination of this Agreement, for any reason whatsoever, the Seller agrees not to use any balance material with the Trade Mark of the Buyer.
18. The termination of this Agreement shall be without prejudice to any claim or right of action previously accrued to or acquired by either party against the other.
19. All notices under this Agreement shall be in writing and shall be served by sending the same by Registered Post Acknowledgement Due addressed to the party for whom it is meant at its Registered Office.
20. In case of any dispute or difference arising at any time between the Buyer and Seller as to the construction meaning or effect of this Agreement or any clause contained herein or the rights, duties, liabilities and obligations of the Buyer or the Seller hereunder or relating to this Agreement, the same shall be referred to a Sole Arbitrator to be appointed by the Buyer The arbitration proceedings shall be in accordance with and subject to the provisions of the Arbitration & Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force and the arbitration shall be held in New Delhi. The Courts at Delhi alone shall have the territorial jurisdiction to adjudicate the disputes and differences between the parties.
21. This agreement represents the entire agreement between the parties hereto on the subject matter hereof and cancels and supersedes all prior offers, agreements, arrangement or understandings, if any, whether oral or in writing between the parties hereto on the subject thereof.
22. On termination of the agreement the Buyer will purchase all the RM/PM WIP and finished goods and entire quantity ordered as per the purchase order issued by the buyer, subject to the goods being manufactured as per the specifications of the buyer. The Buyer shall forthwith settle all amounts due to the Seller.
IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first above written.
SIGNED SEALED AND DELIVERED BY ) For: _________________________
The above named company ____________________)
By the hand of _____________________ in the
Presence of ________________________________ )
SIGNED SEALED AND DELIVERED by ) For: _________________________
The above named Proprietorship Concern
By the hand of __________________________in the
Presence of_________________________________)
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