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Manufacturing agreement (standard)

Under this manufacturing agreement, the customer is responsible for specifying the products that are to be created by the manufacturer. This will usually involve the provision of a detailed product specification. The specification may be incorporated into the agreement, or provided in connection with each order made by the customer.

A set of terms and conditions relating to the supply of the products is included as a schedule to the agreement. This schedule covers such matters as the transfer of risk and title, the means of delivery, and responsibilities in relation to delivery.

This is a somewhat shorter and simpler version of our premium manufacturing agreement template, although it does still include some optional provisions. For example, there are optional provisions relating to minimum order quantities and forecasting.

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Manufacturing agreement (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Order procedure: pre-order negotiations for manufacture and supply of products; manufacturing request; manufacturing offer; manufacturing order; no priority over other customers for manufactured products.
  4. Manufacturing: obligation to manufacture and supply products.
  5. Product Specification: supply of products specification and other documents; product specification general warranties; product specification non-infringement warranty.
  6. Minimum Quantity: product minimum order quantity.
  7. Forecasting: delivery of product order forecasts; content of product order forecasts; product order forecasts not binding; obligation to purchase and supply forecasted products; forecasts and minimum quantities not cumulative.
  8. Terms and conditions of supply: products supply subject to terms and conditions.
  9. Intellectual Property Rights: no implied assignment or licence of IPR; IPR in products: reservation; licence of IPR in product specifications and designs; parties to notify IPR infringements.
  10. Exclusivity: exclusivity re product supply; exclusivity re identical product supply; exclusivity re competing product supply.
  11. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
  12. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
  13. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  14. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  15. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  16. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; child contract liability cap; aggregate liability cap upon services contract.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  20. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  21. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  22. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (MANUFACTURING PARTICULARS)

  1. Specification of Products: specification of products prompt.
  2. Timetable: timetable prompt.
  3. Customer
     Components
    :
    second party components prompt.
  4. Customer
     Equipment
       :
    second party equipment prompt.
  5. Financial provisions: financial provisions prompt.

SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)

    Preamble to terms and conditions (products) .
  1. Supply: products to be collected; products to be delivered; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
  2. Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
  3. Warranties: first party product warranties; exclusion of implied warranties and representations.
  4. Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.
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