This Agreement effective as of _________________________ (“Effective Date”) is entered into by and between Ackerstone Limited (hereinafter referred to as “Retailer”) of __________________________ (Address) AND __________________________ (hereinafter referred to as “Manufacturer”) of ____________________________. Individually referred to as ‘Party’ and collectively referred to as ‘Parties”.
WHEREAS, the Retailer designs clothes for manufacture;
WHEREAS, the Manufacturer makes clothes according to the Retailer’s designs;
WHEREAS, the Retailer sells the manufactured clothes;
NOW, THEREFORE, the parties intend to be legally bound as follows:
Subject to the terms and conditions of this Agreement, the Retailer appoints the Manufacturer to manufacture clothes for the Retailer according to the specifications provided by the Retailer. The Manufacturer agrees not to sell or display the Retailer’s designs or brands to any other Manufacturer.
In consideration of the manufacturing services provided by the Manufacturer, the Retailer will compensate him the following amount ___________________. The deposit will be 80% of the total amount while the rest 20% will be paid upon delivery of goods.
- TERM AND TERMINATION
The Term of this Agreement will commence on ______________________ and continue effectively for 18 months. However, this Agreement may be terminated earlier by the Retailer if there is change in quality of the goods, late production of goods and non-performance by the Retailer.
- ORDERS, COMMUNICATIONS
- Communications pursuant to this Retailer Agreement and Orders. Orders shall be made with the Manufacturer. Manufacturer understands that its timely acceptance of orders from Retailer hereunder is an important element of this Agreement. Manufacturer shall have _________business days after its receipt to accept or reject any order.
- Manufacturer shall package the Clothes for shipment in accordance with Retailer’s instructions. All shipments of Clothes for Customers in the Territory, and any freight and shipping costs related thereto, will be Retailer’s responsibility. Retailer will promptly inspect the Clothes upon receipt at Retailer’s facility to determine whether any Clothes included in the shipment are in short supply, defective or otherwise not in conformance with this Agreement. Within_________days of receipt of such Clothes, Retailer will notify Manufacturer of any shortages, defects, or non-conformance, and Manufacturer will promptly replace such Clothes free of charge.
The Retailer and Manufacturer, as applicable make the following representations, warranties, and covenants:
- Retailer is a Manufacturer duly organized, validly existing and in good standing in ____________,(address) is qualified to do business in each Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Clothes and provision of any services hereunder.
- Manufacturer is a corporation, duly organized, validly existing and in good standing in __________ (address) and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Clothes.
- Manufacturer warrants and represents that the Clothes will be free from defects in design, materials and workmanship and conforms to any specifications provided.
- Manufacturer has all rights, power, and authority to enter into this Agreement.
- Manufacturer’s execution of this Retailer Agreement , and Manufacturer’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Manufacturer is a party or by which it is otherwise bound, and
- Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its Performance of this Agreement.
- This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms.
- INDEPENDENT CONTRACTOR
Manufacturer is an independent contractor and is not and shall not be deemed an employee, legal representative, dealer, general agent, joint venture or partner of the Retailer for any purpose.
As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to Clothes, software, services , development , inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances employees and business opportunities) disclosed by One party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including but not limited to, in writing, in machine readable or other tangible form, orally or visually. Unless otherwise expressly authorized by the Disclosing Party, the Recipient party agrees that it and any of its personnel receiving proprietary and confidential information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
Each Party shall indemnify, hold harmless and defend the other Party and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses or damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party relating to this Agreement including without limitation : any negligent or tortious conduct, any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in the Agreement, any violation of applicable laws or regulations, infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and any breach of any express or implied warranties of merchantability and fitness for a particular purpose.
- FORCE MAJEURE
Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Clothes and other Clothes manufactures by Manufacturer which exceeds Manufacturer’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbance, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.
- DISPUTE RESOLUTION
Any disputes arising between the Parties regarding the subject matter of this Agreement will be solved through arbitration. The Parties will appoint a neutral arbitrator who will solve the dispute.
- GOVERNING LAW
This Agreement is a contract under the laws of the State of _________and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of ______________without regard to its principles of conflicts of law provisions.
- ENTIRE AGREEMENT
This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Representative Name: ___________________________
Representative Name: ___________________________
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