PRIVATE LABEL AGREEMENT

BETWEEN

(“the Company”)

AND

__________________________________________

__

(“the Manufacturer”)

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THIS PRIVATE LABEL AGREEMENT is made on the ……..…… day
of…………..…………20……..…, is entered into by and between the Company and the Manufacturer
(Company and collectively referred to herein as the “Parties” or individually as the “Party”).

1. WHEREAS:
A. ______________ (the “Company”) is a corporation organized and existing under the laws of the
STATE OF CALIFORNIA, with a physical address at _____________.
B. The MANUFACTURER :
First Name(s):
________________________________________
Surname:
________________________________________
Identity number:
________________________________________
Address:
_______________________________________

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to
the following terms and conditions and to be bound thereby:
2. TERMS OF THE AGREEMENT
a) The Parties agree that the Manufacturer shall ensure that 95% of the products and packaging must
meet the standard quality(as the sample) before leaving the factory,
b) The Company shall send a staff to do random inspections during the mass production period and
before products leave the factory.
c) The Parties agree and acknowledge that the Manufacturer shall not leak any customized product
information or package details to any third parties.

3. PAYMENT
The Company shall pay the Manufacturer 30-40% of the fees upfront, and the balance shall be paid when
the products arrive in the USA port.
The Company agrees to pay the Manufacturer, a fee as specified below for the Products in accordance
with the following schedule,
Upon delivery of all Products: $_______________________

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TOTAL AMOUNT DUE: $_______________________

4. SHIPMENT AND DELIVERY.
a) Shipments will be made to the warehouse facilities of the Company in _________City,
California, USA as designated by the Company in advance of each shipment.
b) All shipments shall be accompanied by a quality control release report (the form and contents of
which shall be mutually agreed upon by the parties for each unit of Product shipped by the
Manufacturer.
c) It is the Company’s obligation to notify the Manufacturer of any special packaging requirements
(which shall be at the Company’s expense).

5. DISCONTINUED PRODUCTS.
The Manufacturer agrees to notify the Company in writing not less than ____ weeks/months in advance
of the discontinuance of any Product.
6. PRODUCT FORMULATIONS.
The finished Product formulas and Specifications are owned exclusively by _________________ and
____________________ shall have no rights of ownership in, or use of (except for such limited use as is
required to perform its obligations under this Agreement).

7. ORDERS.
a) The Company’s orders for Products shall be submitted via purchase order (“Purchase Order”)
submitted to the Manufacturer by the Company.
b) Purchase Orders shall be consistent with the terms of this Agreement and subject to Company’s
standard terms and conditions for purchase orders.
c) Any changes or exceptions to this Agreement or the Company’s standard terms and conditions must
be expressly accepted in writing by the Company.
d) All Purchase Orders must include the desired ship date, the quantity, the product number, a
description, and pack size for all Products subject to the Purchase Order. Once submitted to the
Manufacturer, Purchase Orders cannot be modified or cancelled without the prior written approval of
the Manufacturer.
e) In the event the Manufacturer approves the modification or cancelation of a Purchase Order, the
Company shall be obligated to reimburse the Manufacturer for all costs and expenses related to the
modification or cancellation of a Purchase Order.

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8. REPRESENTATIONS & WARRANTIES.
The Manufacturer represents and warrants that all Products tendered under this Agreement shall

i. conform to the applicable Specifications and
ii. be free and clear of any liens or encumbrances.

The Manufacturer further warrants that it has obtained all permits, licenses, certifications, and approvals
necessary to supply the Products in accordance with applicable law.
Each party warrants to the other that it has the authority and capability to enter into this Agreement and
perform its respective obligations set forth herein and entering into and executing this Agreement will not
cause it to violate the terms of any preexisting obligations or agreements.

9. REJECTION OF PRODUCTS.
The Company shall inspect all Products promptly upon receipt and shall notify the Manufacturer in
writing of any lack of conformity of the Products with the Specifications within ____ (__) calendar days
of receipt of the Products by the Company (the “Rejection Period”).
In cases of nonconforming products, the Company may, at its option:
(i) require the Manufacturer to deliver any missing quantity of Products, without any additional cost
or expense to the Company;
(ii) require the Manufacturer to replace the Products with conforming Products, without any
additional cost or expense to the Company; or
(iii) reduce the price for the Products in the same proportion as the value that the Products actually
delivered had at the time of delivery bears to the value that conforming Products would have had
at that time; provided, that the Company may not reduce the price of the Products if the
Manufacturer replaces the Products with conforming goods.
The Company shall have no right to obtain replacement Products from another source at the
Manufacturer’s expense.
The Company may reject any Products that fail in any material way to meet the terms of this Agreement,
within thirty (30) calendar days of notifying the Manufacturer of the Company’s rejection, the Company
shall return to the Manufacturer, at the Manufacturer’s expense, the rejected Products.
If the Company’s examination of the rejected Products reveals to the Company’s reasonable satisfaction
that the Products did not conform to the Specifications and that the Products have not been otherwise
damaged, the Manufacturer shall reimburse the Company for all freight and shipping costs incurred by the
Company in returning the rejected Products.

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10. EFFECT OF THIS AGREEMENT
The parties hereby agree that upon signing this Agreement, it shall immediately be fully and
effectively binding on them.
11. DISPUTE RESOLUTION
a. If any dispute arises between the Parties related to this Agreement, it shall be resolved by
mediation between and among the parties. Parties shall act in good faith to resolve the dispute.
b. In the event of mediation, the prevailing Party will be entitled to its legal fees, including, but
not limited to, its attorneys’ fees.

12. TERMINATION OF AGREEMENT
A. The Company can terminate this Agreement immediately by giving written notice or electronic
notification.

(a) if the Manufacturer commits any material breach of this Agreement and fails to
correct the breach within ten (10) days of notice of the breach; or
(b) if there’s a 2 weeks delay on the product delivery date out of factory

B. The Manufacturer can terminate this Agreement by giving written notice:
a. If the Company commits any other material, non-financial breach and fails to correct the breach
within ten (10) days of notice of the breach.

13. VARIATION TO THE AGREEMENT
Either Party may request variations to the Agreement. The Parties shall enter into discussions to agree on
any required changes, revised pricing, and time for performance. Such variations will only be effective if
agreed in writing by the Parties.

14. NO WAIVER
Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative
and not exclusive to rights or remedies provided by law. The failure by either Party to enforce at any time
or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of
them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

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15. SEVERABILITY
If any provision of this Agreement is declared by any judicial or other competent to be void, voidable,
illegal, or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as
achieves the intention of the Parties without illegality or at the discretion of the other Party, it may be
severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force
and effect.
16. COSTS
Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.

17. APPLICABLE LAW
The Parties agree that the construction, validity, and performance of this Agreement shall be governed by
the State and/or Country in which the duties of this Agreement are expected to take place. In the event
that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement
shall be governed by the STATE OF CALIFORNIA law.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly
authorized officer, as of the day and year set forth below.

Signed by the duly authorized Representative of
the ___________;-

Signature:
Name:
Designation:
Date………………………………………..

Signed by the duly authorized Representative of
the____________ ;-

Signature:
Name:
Designation:
Date…………………………………………………

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