Procurement Contracts

A supply agreement states the terms and conditions under which one company will manufacture and supply goods to another. A supply contract may be exclusive or non-exclusive, include standards on product quality, and should state how product orders will be handled.

An agreement by which a seller promises to supply all of the specified goods or services that a buyer needs over a certain time and at a fixed price, and the buyer agrees to purchase such goods or services exclusively from the seller during that time. In international markets a supply contract is often necessary in order to lock in discounted pricing and other benefits that the supplier is agreeing to provide to the client for a specific period of time. The terms of a supply contract often define everything from the means whereby the products are delivered, terms of payment, and any other aspect of the relationship that the two parties have determined to be necessary.

The supply contract protects the rights of both parties. The client knows what to expect in terms of the goods received and how they will be delivered. In turn, the supplier knows what the client is likely to need and how payment will be submitted. Model of International Supply Contract.

Warranty: A promise by a contracting party that the other party can rely on certain facts or representations as being true, A seller, for example, may warrant that certain products will meet a list of specifications furnished by the buyer.

A Preferred Supplier Agreement, or PSA, is an agreement entered into by a company and one of their third party suppliers.

This agreement is usually formalised with a contract and defines the relationship between the two parties, usually for the purpose of the parties to work closely together on an ongoing basis under certain conditions that benefit both parties. A PSA is usually instigated by the company that nominates one of their suppliers to work closely with in order to obtain certain good or services, as they feel that that supplier is the best one to obtain them from.

In committing to a PSA, a company usually forgoes working with alternative suppliers in direct competition with the supplier for the PSA, which is beneficial for the supplier. In exchange for this, the supplier usually offers their goods or services to the company they have entered into a PSA with at a discounted rate, or provides them under some preferential conditions.

Preferred Supplier Agreements have terms built into the contract of when the agreement will come to an end and be reassessed.

This often incentivizes the supplier to keep up a high quality of service to the company. If a company elects not to renew their PSA with their supplier, this creates opportunities for other suppliers to pitch for the business of the company.

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AN AGREEMENT BETWEEN PURCHASER AND SUPPLIER

This Deed of Agreement is made and entered into on ____________ day of ___________ 2001

BETWEEN

Organisation XY, an international non-government organisation having its Country Office at ________________________________________, represented by its Purchase Committee (here in after called THE PURCHASER which term shall include its successors and assigns) on the one Part.

AND

__________________________________ having its office at __________

_____________________ (here in after called THE SUPPLIER which term shall include successors and assigns ) on the other Part.

Whereas Organisation XY,_______________________________ has a Project to houses to __________________________________at ________________ district of ____________

And whereas THE PURCHASER is willing to purchase ________________

for the purposes mentioned above.

And whereas for this purpose THE PURCHASER desires to appoint a Supplier to supply _____.

And whereas THE SUPPLIER expresses their desire to enter into an agreement with THE PURCHASER for the job fully described in Schedule-A.

NOW THIS DEED OF AGREEMENT WITNESS THE TERMS AND CONDITIONS AS FOLLOWS :

1.That the Agreement shall come into force immediately and shall remain valid until the final completion of the job or cancelled by THE PURCHASER.

2.That the materials more specifically described in Schedule-A shall be supplied by THE SUPPLIER at____________________________________________________________

3. That THE PURCHASER reserves the right to change their specified delivery site for any reasonable ground or grounds and the THE SUPPLIER shall be responsible to deliver the materials at the new site. The transportation cost for delivery at the new site will be decided by both the parties.

4.That the quality and quantity of the materials shall be as per specification given by THE PURCHASER as well as samples submitted by THE SUPPLIER and approved by THE PURCHASER.

5.That the delivery of the materials shall be made by THE SUPPLIER at their own cost, management and responsibility as per Schedule-B.

6.That THE SUPPLIER shall be fully responsible for delivery of the materials in good condition at the specified site of THE PURCHASER through delivery dockets in triplicate.

7.That THE PURCHASER's representative(s) shall inspect the goods at__________________ and reserves the right to reject any goods if the representative(s) considers those to be inferior quality to the approved samples.

8.That the goods rejected by the representative(s) of THE PURCHASER shall be replaced by THE SUPPLIER and THE SUPPLIER shall bear all risks/costs of the materials rejected by THE PURCHASER.

9.That the transportation of the goods shall be made by THE SUPPLIER on the same day as the quality control check by the representative(s) of THE PURCHASER. Representative (s) of THE PURCHASER will accompany the goods from the quality control check to the site of delivery. Any goods which are not accompany by the representative(s) of THE PURCHASER will not be accepted.

10.That the cost of supply of materials will be (enter amount and currency) described specifically in Schedule - A and payable by THE PURCHASER to THE SUPPLIER.

11.That THE PURCHASER reserves the right to change the quantity of items if they feel necessary during the validity of this Agreement.

12.That THE SUPPLIER shall not without the consent in writing of THE PURCHASER assign or sub-let the contract or any part thereof, or make any agreement with any person/company for the execution of any portion of the supply. In this regard consent by THE PURCHASER will not relieve THE SUPPLIER from full and entire responsibility for this Agreement.

13.That THE SUPPLIER shall indemnify THE PURCHASER in respect of all claims, damages, compensation or expenses payable in consequence of any injury or accident caused by them ie. THE SUPPLIER.

14.That the custom duty, VAT or other Taxes and cost of transportation, or any other incidental charges, if required in connection of the delivery of goods shall be borne by THE SUPPLIER.

15.That the Payment shall be made by THE PURCHASER from _____________office in Currency (______) through A/C payee Cheque only on production of invoice along with delivery dockets confirming receipt of goods by THE PURCHASER's Representative(s) at site.

16.That THE PURCHASER may allow Part Payment for running bill on the request in writing of THE SUPPLIER.

17.That if THE SUPPLIER shall in any manner neglect or fail to carry on the work or performance of the terms of the Agreement with due diligence or violates any of the terms of this Agreement THE PURCHASER shall be entitled to cancel The Agreement and demand damages.

18.That if THE SUPPLIER fails to deliver the materials as per agreed Schedule, penalty will be imposed by THE PURCHASER at the rate of (1%) of total contract value for each day of delay.

19.That the terms of this Agreement shall be GOVERNED by the Laws of the Land i.e. _____________________

20.That if any dispute arises in connection with or under this Agreement between the Parties hereto, the matter shall be referred to the Country Director or designate and the decision of the Country Director shall be final, conclusive and binding upon both the parties.

SCHEDULE - A

SCHEDULE - B

Signed on the__________day of __________ for and on behalf of the Supplier and Purchaser as follows:

SUPPLIER PURCHASER

1................................................ 1..............................................

2............................................… 2..............................................

3……………………………… 3……………………………..

WITNESSES WITNESSES

1................................................ 1..........................................

2............................................... 2............................................

(Please initial each page).

SUPPLY AGREEMENT

(DELIVERY OF GOODS)

This agreement (“Agreement” ) is made on ........................... by and between

(1) SiPM bvba, a company organised and existing under the laws of Belgium, having its registered office at Kempische Steenweg 305/14, 3500 Hasselt, listed at the Hasselt Chamber of Commerce Number xxx (hereinafter referred to as “SIPM”; and

(2) ....................................(Supplier), a company organised and existing under the laws of..............., having its registered office at...................., ("Seller");

also referred below individually as “Party” and together as “Parties”

Whereas SiPM wishes to acquire the supply of the products defined below and whereas Seller wishes to supply and deliver such products to SiPM.

SiPM and Seller respectively agree to the following:

1. SUPPLY OF PRODUCTS

1.1 During the term of this Agreement and any extension hereof, the Seller shall sell and supply the products as set out in Schedule 1 hereto (“Products”) to SiPM and SiPM shall buy from the Seller such Products on a non-exclusive basis.

1.2 The specifications of the Products are set out in Schedule 2 hereto.

1.3 Seller shall provide to SiPM the technical information and material in regard to the Products as set out in Schedule 3 hereto.

2. ORDERS

2.1 Each purchase and sale between SiPM and Seller shall be evidenced by an order placed by SiPM (“Order” or in plural “Orders”) to Seller in accordance with the terms and conditions of this Agreement and the Seller Company shall accept such Orders in writing within 2 working days after receipt of the Order. If the Seller Company does not send a written order confirmation within 2 working days after receipt of the Order, the Order shall be deemed to be accepted by the Seller Company. As long as this Agreement is in force and effect the terms and conditions of this Agreement shall apply to all Orders and all order confirmations of Seller.

2.2 Orders shall be placed by SiPM to Seller in writing (including, without limitation, by e-mail, fax, letter). Each Order shall contain

(a) the Products and the quantity of each Product ordered by SiPM,

(b) the price and

2.3 Neither the Seller´s Company terms and conditions of sale and delivery nor the SiPM Company terms and conditions of purchase shall apply to any purchase and sale made under this Agreement.

3. PRICE

3.1 The price ("Price") for the Products on the basis of DDP, Destination of Delivery as determined in the Order, INCOTERMS 2000, is specified in Schedule 4 hereof. The Price includes statutory VAT and other taxes, if any.

3.2 The price remains fix for the period of the contract.

4. INVOICING AND PAYMENT

4.1 SiPM shall pay to Seller the Price for the Products ordered within 30 days of receipt of invoice.

5. DELIVERY AND STOCK

5.1 The date for delivery shall be as specified in the order. The minimum delivery time is 3 weeks.

5.2 Seller shall forthwith give notice to SiPM of any likely delay in delivery of which it becomes aware and shall provide SiPM with prompt and reasonable notice of the re-scheduled delivery date.

5.3 If Seller is late with any delivery of Products, SiPM shall have the right to cancel the Order for such Products at any time before delivery of relevant Products is effected.

5.4 In order to ensure punctual deliveries, Seller shall hold during the term of this Agreement a minimum stock of ..............

6. TITLE AND RISK

6.1 Title and all risk of loss or damage to the Products shall pass from the Seller to SiPM when the Products shall be received and unloaded on the basis of DDP, Destination of Delivery as determined in the Order, INCOTERMS 2000.

7. WARRANTY AND PRODUCT LIABILITY

7.1 The Seller warrant that the Products shall

(a) conform to the technical and quality standard and specifications as set out in Schedule 3 hereto,

(b) be safe, of good quality and free from any defect in manufacturing or material,

(c) correspond strictly with any and all representations, descriptions, advertisements, brochures, drawings, specifications and samples made or given by Seller, and

(d) fit for the purpose of.................. (Product purpose to be filled in).

SiPM shall inspect the received Products within 14 days after receipt of the delivery and shall inform the Seller within a further period of 3 working days of any apparent defect. Non-apparent defects shall be informed to the Seller within 14 days after they have become apparent.

7.2 If the Products are defective and/or do not conform with the warranty given in Art. 7.1 above ("Defective Products"), the Seller shall, at the option of SiPM

(a) replace the Defective Products with Products in accordance with the warranty set out in Art. 7.1 above as soon as possible without any additional cost to SiPM, or

(b) repair the Products without any additional cost to SiPM, or

7.3 Seller shall indemnify and hold SiPM harmless from and against all claims, actions, damages, losses, liabilities (including, without limitation, product liability claims) and other expenses (including lawyer´s and other legal fees) which SiPM may suffer or incur as a result of the delivery of Defective Products or a breach of the obligations set out in this Agreement by Seller.

7.4 Any claim made under the breach of the warranty obligation as defined in Article 7.1 and 7.2 above shall endure for a period of 24 months after the date of delivery of the Products and any claim made under Art. 7.3 above shall endure until the expiration of the relevant statutes of limitations.

8. MANAGEMENT REPORTING

8.1 Seller shall report to SiPM on a quarterly basis the following management information:

........................................................................................................................

.........................................................................................................................

..........................................................................................................................

9. TERM AND TERMINATION

9.1 This Agreement shall come into force and effect on ..................(“Effective Date”) and shall remain effective for a period of one (1) year. It shall be automatically renewed for subsequent periods of three (3) months each, unless

(a) any party gives to the other party a written notice not to renew this Agreement at least one (1) month prior to the expiration of the initial term or any such subsequent term of this Agreement, or

(b) this Agreement terminates in accordance with 9.2 below.

9.2 Notwithstanding Art. 9.1 above this Agreement may be terminated at any time by each party on written notice with immediate effect in the event that:

(a) proceedings in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator is appointed in respect of any part of the other party´s assets or any similar relief is granted under any applicable bankruptcy or equivalent law;

(b) one party (the defaulting party) shall be in breach, non-observance or non-performance of any of its obligations in this Agreement and does not remedy the same within 14 days of notice of such failure or breach being served upon it by the other party (the non-defaulting party).

10. FORCE MAJEURE

10.1 In this Section “Force Majeure” shall mean any event beyond the reasonable control of SIPM or Seller, and which is unavoidable not withstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.

10.2 If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.

10.3 The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.

10.4 If the performance of the work by SIPM is substantially prevented or is delayed for an aggregate period of more than sixty (60) days on account of one or more events of Force Majeure during the currency of this Agreement, SIPM and or Seller may terminate this Agreement by giving written notice to Seller and / or SIPM as the case may be.

11. NOTICES

All notices, requests, demands and other communications shall be in writing (including fax) in the English language and shall be addressed as follows (or to such other address as notified in writing by one party to the other party):

If to SiPM to: Mr. xxx

address

Fax: xxx

If to the Seller to: ...........................

...........................

............................

..............................

*** MISCELLANEOUS

12.1 This Agreement shall be governed by and construed in accordance with the laws of Belgium.

12.2 All disputes between the parties as to the validity, execution, performance, interpretation or termination of this Agreement will be submitted to the exclusive jurisdiction of the Courts of Amsterdam.

12.3 All Schedules attached to this Agreement are incorporated herein and shall be part of this Agreement.

12.4 Except as otherwise specifically provided herein, neither party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other party.

SiPM and Seller have executed this Agreement at the day and year first above written.

SiPM Seller

______________________ ______________________

Name: Name:

Title: Title:

Date: Date:

SCHEDULE 1: LIST OF PRODUCTS

SCHEDULE 2: SPECIFICATIONS OF PRODUCTS

SCHEDULE 3: TECHNICAL INFORMATION AND MATERIAL

SCHEDULE 4: PRICES OF THE PRODUCTS

(on the basis of DDP, Destination of Delivery as determined in the Order, INCOTERMS

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