Supply Agreement
Supply Agreement
THIS SUPPLY AGREEMENT is made and entered into this _____ day of ____________,
__________, at _______________________________, by and between:
(The Client and the Supplier shall hereinafter be referred to individually as a “Party” and collectively as
the “Parties”.)
WITNESSETH that –
WHEREAS, the SUPPLIER is an accredited supplier of corns engaged in the sale of corns.
WHEREAS, CLIENT is a ___________________ and is actively involved in the direct selling of
different products and services of corn to its members and/or funds purchases of goods by its members;
WHEREAS, SUPPLIER is able to supply, provide and sell the Products to the CLIENT and/or its
members and the CLIENT agrees to procure and purchase, or cause its members to procure and purchase,
the Products from the SUPPLIER; and
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby agree as
follows:
4. LIQUIDATED DAMAGES
4.1 The Supplier acknowledges that time is of the essence under this Agreement, and that delivery
and installation of the Product within the relevant periods under this Agreement are of paramount
interest to the Client.
4.2 In the event that delivery of the Product or Services is not performed by the Supplier within the
appropriate period specified in Article 1.4, the Supplier shall be liable for the payment of
liquidated damages to the Client, at the rate of one-tenth of one percent (1/10 of 1%) of the
Contract Price for every day of delay, from the date when delivery of the Product or Services is
required until delivery of the Product or Services is actually made by the Supplier, subject to a
maximum cap equivalent to ten percent (10%) of the value of the Contract Price.
6.2 The Supplier further represents and warrants to the Buyer that:
a. the Supplier has absolute right to transfer title and ownership over the Product & Service
to the Client and to its buyer, and the same is free and clear from any and all liens,
encumbrances, and/or security interests in favor of third persons;
b. all consents necessary to be given by third parties for the Parties to perform their
respective obligations or exercise their respective rights under this Agreement have been
procured by the Client;
c. the sale of the Product & Services and the use thereof by the Client will not constitute an
infringement of any patent, industrial design, trade secret, trademark, copyright or any
other intellectual property or proprietary right held by any third party. This Agreement
is freely transferable without infringement in any manner to any patent, industrial
design, trade secret, trademark, copyright or any other intellectual property or
proprietary right held by any third party in respect of the Product & Services;
d. the Product & Service is free from defects in design, workmanship, and materials or, in
case the Product and/or Service is accepted in accordance with Article 5.5(c), there are
no defects in design, workmanship and materials affecting the Product other than those
known and discovered as of the acceptance thereof by the Buyer pursuant to Article
5.5(c), and that for a period of twelve (12) months from the date of the Acceptance
Certificate (the “Warranty Period”), the Product shall operate in accordance with the
Product Guarantees, except to the extent waived in accordance with Article 5.5(c). The
Supplier shall perform all works necessary to repair, remedy and/or rectify any observed
defect in the performance of the Product at no cost to the Client. The Supplier
furthermore warrants that all remedial works performed by it shall be satisfactory,
adequate and appropriate for the defects addressed, and any defects thereto occurring
within the Warranty Period shall be rectified at no cost to the Client; provided, that
warranty for remedial work shall in no case be less than six (6) months from the
performance thereof.
Nothing herein shall be deemed to constitute the Client and the Supplier as partners, joint
venturers, agents, employer and employee, or otherwise associated in or with the business of the
other. Neither Party shall be liable for any debts, accounts, obligations, or other liabilities of the
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other Party, its agents or employees. The Supplier shall not, at any time, represent itself to be an
agent or representative of the Client in any manner or commit Client to any contract or otherwise
incur any liability on behalf of Client.
8. INDEMNIFICATION
8.1 The Supplier shall answer for and indemnify the Client and its subsidiaries or affiliates under its
control, and their trustees, officers, employees and agents, from and against any and all losses,
liabilities, judgments, awards and costs (including legal fees and expenses) against any damage
to or loss of the Client’s properties, or for those damages or losses for which the Supplier is
responsible, which may be sustained by the Client due to the Supplier’s breach of this Agreement
and/or any defect of the Product or Service other than those accepted by the Client pursuant to
this Contract. In addition, the Client shall not, in any manner, be answerable or accountable for
any injury to or death of any person/s (including the Supplier’s employees or representatives)
caused or incurred during the time of and/or consequent to the performance by the Supplier of
any of its obligations under this Agreement, or to the defective operation of the Product or
Service, all of which shall be for the account of the Supplier. The Supplier shall indemnify
against and hold free and harmless the Client from any and all claims, liabilities, expenses, costs,
losses or damages of whatever nature (including legal costs) brought against, suffered, or
incurred by the Buyer as a result of any action, claim, or suit that may be filed against it resulting
from the delivery of the Product & Services by the Supplier and/or the defective operation
thereof.
8.2 The Supplier shall indemnify and hold harmless the Client and its subsidiaries or affiliates under
its control, and their trustees, officers, employees and agents, against any and all losses,
liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or
related to any claim that the Client’s use or possession of the Product & Service pursuant to and
for the purposes set forth in this Agreement, or the license granted hereunder, infringes or
violates any patent, industrial design, trade secret, trade mark, copyright, or other intellectual
property or proprietary right of any third party. The Supplier shall defend and settle at its sole
expense all suits or proceedings arising out of the foregoing, provided that the Client gives the
Supplier notice of any such claim of which it learns. No such settlement which prevents the
Client from continuing to use the Product & Service as provided herein shall be made without the
Buyer’s prior written consent. In all events, the Client shall, at its own cost and expense, have
the right to participate in the defense of any such suit or proceeding through counsel of its own
choosing. In case the Product or Service, or any part thereof, are held to constitute such an
infringement and the use of the Product or Service for the purpose intended is enjoined, then the
Supplier shall, at the Client’s option, and at the Supplier’s expense, either procure for the Client
the right to continue using same, or replace same with non-infringing products, or modify same
so it becomes non-infringing, or remove the Product and refund the total Contract Price or such
portion thereof so far paid by the Client.
9.3 In all cases where sums are payable by the Supplier to the Client pursuant to this Agreement,
such sums shall be paid within ten (10) days from the Supplier’s receipt of written demand. Any
such sum may be set-off by the Client against payables to the Supplier, at the sole option of the
Client.
9. FORCE MAJEURE
9.1 Force Majeure shall mean unavoidable causes beyond the control and without fault or negligence
of the Supplier and/or the Client, including but not restricted to, acts of God, war (whether
declared or undeclared), acts of any government authorities, riots, revolutions, civil commotions,
fires, strikes or labor disputes (which are widespread and not directed at the Party claiming Force
Majeure), acts of sabotage or epidemics, but shall not include unforeseen difficulties in
manufacture, difficulty in obtaining supplies (unless itself due to Force Majeure), shortage of
labor or non-observance by the Supplier’s sub-contractors in carrying out their obligations.
9.2 Should a case of Force Majeure prevent the total or partial performance required under this
Agreement, the Party claiming Force Majeure shall, promptly after such situation occurs, advise
the other Party of the existence and the expected cessation of such Force Majeure event
immediately after obtaining knowledge thereof and shall furnish the other Party with convincing
evidence substantiating the occurrence and nature of the alleged contingencies, within one (1)
week after the cessation of the Force Majeure event.
9.3 Cases of Force Majeure declared and substantiated under Article 10.2 hereof shall reasonably
extend the term of the contractual obligations of both Parties. Neither Party shall be entitled to
any penalty, interest or any other compensation or damages for the delay and/or non-performance
of the obligations of the other Party due to Force Majeure.
9.4 In case the delay and/or non-performance of the obligations by either Party exceeds thirteen (13)
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weeks due to Force Majeure, the other Party shall be entitled to terminate this Agreement;
provided, that if the Buyer terminates this Agreement pursuant to this Article 10.4 before having
issued an Acceptance Certificate, the Supplier shall refund all payments received from the Client
as of the date of termination pursuant to this provision.
10. TERMINATION
10.1 This Agreement shall terminate automatically upon the lapse of the Warranty Period.
10.2 Either Party may terminate this Agreement prior to the expiration of the Warranty Period upon
the occurrence of any of the following events:
a. If the other Party is adjudged bankrupt or insolvent;
b. If the other Party makes a general assignment of its assets or business for the benefit of
its creditors;
c. If there is a change of control, merger, or consolidation involving the other Party;
d. If a trustee, receiver, judicial manager, liquidator, administrator, or conservator is
appointed for the other Party or for any of its property;
e. If the other Party files a petition for insolvency, suspension of payments, or to reorganize
under the bankruptcy or similar laws;
f. If the other Party ceases its business operations or permits its license or authority to
conduct its business to expire or be revoked without said license being immediately
renewed;
g. If the other Party is prevented from performing its obligations under this Agreement due
to Force Majeure, in accordance with Article 10.4 hereof; or
h. Failure of the other Party to cure or remedy its breach of this Agreement, within fifteen
(15) days from having received a written notice of breach.
10.3 In case this Agreement is terminated by the Client under any of the grounds specified herein, the
Product & Services, or any portion thereof so far delivered as of the effective date of termination,
may be appropriated or rejected by the Client at its option; provided, that the appropriation of the
Client of the Product or Service, or any portion thereof, does not constitute a release of the
Supplier from any of its other obligations under this Agreement, in respect of which the Client
may claim appropriate indemnification pursuant to this contract. If the Product or Service is
rejected by the Client, the Supplier shall refund to the Client of all payments made by the Client
as of the date of termination. The Supplier shall have a right to retain possession of the Product
or Service, or any portion thereof, until full payment by the Supplier of the amount due to the
Client pursuant to this Contract.
10.4 In the event the Supplier is unable to refund to the Client all of the latter’s payments pursuant to
Article 10.3, the Buyer shall have the right to take an inventory of the Product or Service, or such
portions thereof, delivered by the Supplier; to sell the same in a public sale, and to apply the
proceeds thereof to the Supplier’s outstanding payables and/or whatever liability or indebtedness
the Supplier may owe the Client under this Agreement and to the payment of reasonable
expenses for the sale. For this purpose, the Supplier hereby unconditionally and irrevocably
appoints the Client as its attorney-in-fact to do any and all things necessary to give effect to
and/or fully enforces this Article 10.4. The Supplier hereby expressly agrees that any and all acts
performed by the Client in enforcing the right provided under this Article 10.4 lien shall not be
the subject of any court action or petition for any provisional remedy or injunction in court.
10.5 The Supplier shall have the right to retake possession of the Product, subject to the rights of the
Client under Articles 10.3 and 10.4 hereof; provided, that all expenses necessary for the Supplier
to retake possession of the Product or Service shall be for its own account in case this Agreement
is terminated by the Buyer under any of the grounds specified in Article 10.2
10.6 Termination of this Agreement shall be in addition to, and not in lieu of, all other rights and
remedies as a Party may be entitled to under applicable laws, rules and regulations.
10.7 Termination of this Agreement for any cause shall not release a Party from any liability which at
the time of termination has already accrued to the other Party or which thereafter may accrue in
respect of any act or omission prior to such termination.
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12. ENTIRE AGREEMENT AND AMENDMENTS
12.1 This Agreement constitutes the entire contract between the Parties and supersedes all prior
negotiations, representations or contracts, whether oral or written, relative to the subject matter of
this Agreement.
12.2 This Agreement may not be amended, added to or otherwise modified except by mutual consent
in writing duly signed by both Parties.
IN WITNESS WHEREOF, the parties herein affixed their signatures on the date and place above
written.
_______________________ ____________________________
HON. RICO B. GERON
Client Supplier
________________________ _______________________
ACKNOWLEDGMENT
BEFORE ME, personally came and appeared this _____ day of ______, 2020:
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RICO B. GERON 08460202 Batangas City / 1/04/202
___________________ _____________ _______________________
Known to me and to me known to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed.
This instrument consisting of _____ ( ) pages, including the page on which this acknowledgement is
written, has been signed on each and every page thereof by the concerned parties and their witnesses, and
sealed with my notarial seal.
WITNESS MY HAND AND SEAL, on the date and place first above written.
NOTARY PUBLIC