MANUFACTURING AND SUPPLY AGREEMENT

TABLE OF CONTENTS

1. Products and Specifications
2. Forecasts and Orders
3. Pricing and Payment
4. Delivery, Incoterms, and Risk of Loss
5. Quality Assurance and Inspection
6. Nonconforming Goods and Remedies
7. Tooling and Materials
8. Changes and Engineering Change Orders
9. Compliance and Certifications
10. Recalls and Field Actions
11. Warranties
12. Indemnities
13. Limitation of Liability
14. Term and Termination
15. Confidentiality and IP
16. Insurance
17. Dispute Resolution and Governing Law
18. Miscellaneous
19. Schedules

1. PRODUCTS AND SPECIFICATIONS

• Products listed in Schedule 1 with detailed specifications and drawings.
• No substitutions without prior written approval.

2. FORECASTS AND ORDERS

• Rolling forecast: [X] months; first [Y] months binding.
• Purchase orders issued [X] days before desired delivery; acceptance procedures.
• Minimum order quantities (MOQs) and lead times.

3. PRICING AND PAYMENT

• Unit prices in Schedule 2; volume discounts; currency; price adjustments tied to input costs (optional).
• Payment terms [NET X]; late payment remedies.

4. DELIVERY, INCOTERMS, AND RISK OF LOSS

• Incoterms [EXW/FCA/DDP/etc.]; title and risk transfer points.
• Packaging, labeling, and logistics requirements.

5. QUALITY ASSURANCE AND INSPECTION

• Quality standards (e.g., ISO 9001) and testing protocols; certificates of analysis/conformance.
• Buyer inspection rights on receipt; acceptance/rejection timelines.
• Audit rights for facilities and processes with notice.

6. NONCONFORMING GOODS AND REMEDIES

• Repair/replace/credit options; return material authorization process; freight allocation.
• Chronic failure trigger and corrective action plans.

7. TOOLING AND MATERIALS

• Ownership of tooling: [Buyer/Supplier]; maintenance responsibilities; no use for third parties without consent.
• Buyer-furnished materials handling and shrinkage allowances.

8. CHANGES AND ENGINEERING CHANGE ORDERS

• ECO process: impact on cost, lead time, inventory write-offs; implementation timeline.

9. COMPLIANCE AND CERTIFICATIONS

• Compliance with applicable laws, safety, environmental, and industry standards (e.g., RoHS/REACH/Prop 65 as applicable).
• Traceability and lot/batch recordkeeping requirements.

10. RECALLS AND FIELD ACTIONS

• Parties cooperate on investigations; cost allocation based on fault; notice obligations; recall execution plan.

11. WARRANTIES

• Goods conform to specs, are new, free from liens, and free from defects in materials/workmanship for [X] months from delivery.
• No substitution of components without consent.

12. INDEMNITIES

• Supplier indemnifies for bodily injury/property damage and IP infringement arising from Goods (unless Buyer’s specs cause infringement); Buyer indemnifies for Buyer-furnished designs/materials causing claims.

13. LIMITATION OF LIABILITY

• Cap: [fees paid in prior 12 months]; carve-outs for IP infringement, confidentiality breach, bodily injury, willful misconduct.

14. TERM AND TERMINATION

• Term [X] years; termination for breach, insolvency, failure to meet quality/on-time delivery thresholds; convenience termination with [X] days’ notice (optional) and inventory buy-back rules.

15. CONFIDENTIALITY AND IP

• Mutual confidentiality; IP in Buyer specs remains with Buyer; Supplier IP remains with Supplier; licenses limited to performance of this Agreement.

16. INSURANCE

• Supplier maintains GL/products liability [limits]; evidence on request; notice of cancellation.

17. DISPUTE RESOLUTION AND GOVERNING LAW

• Escalation, then forum/arbitration per selection; governing law stated; jury waiver if allowed.

18. MISCELLANEOUS

• Assignment; force majeure; notices; setoff limits; independent contractors; order of precedence.

19. SCHEDULES

• Schedule 1: Products/Specifications.
• Schedule 2: Pricing/MOQs.
• Schedule 3: Quality Requirements/Test Protocols.
• Schedule 4: Approved Sub-suppliers (if any).