Free Supply Agreement Form

I. The Parties

This Supply Agreement ("Agreement") is entered into as of Month Day, Yearby and between [Your Company Name]with a primary place of business at [Your Company Address] ("Supplier"), and Company Name with a primary place of business at Company Address ("Company"). The Supplier and Company may collectively be referred to as the ("Parties") or individually as a ("Party").

WHEREAS, the Supplier is in the business of providing certain goods;

WHEREAS, the Company desires to purchase said goods from the Supplier; and

WHEREAS, the Parties wish to establish a long-term relationship governed by the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties agree to the following terms and conditions:

II. Goods

The Supplier agrees to provide the following goods to the Company:

The Supplier shall supply the goods as specified above, ensuring that the quality and specifications meet the standards agreed upon by the Parties. Any changes must be mutually agreed upon before implementation. The Company shall have the right to inspect the goods upon delivery to ensure conformity with the agreed-upon specifications.

III. Term and Termination

A. Term

The term of this Agreement shall commence on Month Day, Year, and shall continue for a period of Number years, unless earlier terminated as provided herein. The term may be extended by mutual written agreement of the Parties. Both Parties agree to conduct a performance review of the Agreement on an annual basis to ensure that all obligations are being met. In the event that either Party wishes to extend or amend the Agreement, notice must be given at least Numbermonths prior to the expiration of the initial term. The Supplier shall continue to provide goods throughout the term unless otherwise directed by the Company.

B. Termination

Either Party may terminate this Agreement for any reason with Number days' written notice to the other Party. Additionally, this Agreement may be terminated immediately if either Party fails to meet its obligations under this Agreement or becomes insolvent. In the event of termination, all outstanding orders made prior to termination shall be fulfilled according to the terms herein. Upon termination, both Parties shall promptly return any confidential information or property belonging to the other Party. Any disputes arising from the termination will be subject to the provisions outlined in this Agreement.

IV. Payment

The Company agrees to pay the Supplier according to the prices specified in Section II, with payments due within Number days of receipt of the goods and an accurate invoice from the Supplier. Invoices must include a detailed breakdown of the goods supplied, including quantities, descriptions, and total prices. Any late payments shall be subject to a Percentage interest per month, applied to the outstanding balance. Payment must be made by wire transfer or another mutually agreed method. The Supplier reserves the right to suspend deliveries if payments are not received within the agreed timeframe. Disputed invoices must be addressed in writing within Number days of receipt.

V. Orders

All orders placed by the Company must be submitted in writing and specify the goods being ordered, the quantities, and the desired delivery date. The Supplier agrees to confirm each order in writing within Number days of receipt, providing an estimated delivery date based on availability. If any order cannot be fulfilled within the requested timeframe, the Supplier must notify the Company immediately and propose alternative delivery arrangements. The Company reserves the right to amend or cancel any order, provided that notice is given before the goods have been dispatched.

The Supplier shall make every effort to ensure timely fulfillment of all orders. In the event of unforeseen delays, the Supplier must notify the Company as soon as possible and work collaboratively to mitigate any potential disruptions. The Company has the right to reject goods that do not meet the agreed-upon specifications or that are delivered outside of the specified delivery window.

VI. Pricing

The prices shall remain fixed for the initial term of the Agreement unless both Parties agree in writing to an adjustment. The Supplier may request a price adjustment based on significant changes in the cost of raw materials or production, but any such request must be supported by verifiable documentation. The Company reserves the right to negotiate any proposed price changes and may request additional information before agreeing to any adjustments.

Both Parties acknowledge that pricing shall be reviewed annually to ensure alignment with market conditions. In the event of a significant market shift, the Supplier must notify the Company within Number days to discuss potential renegotiations. Any amendments to pricing will not affect orders already placed before the effective date of the change. Discounts, rebates, or incentives must be agreed upon in writing before applying to any transactions.

VII. Shipping

The Supplier shall be responsible for shipping the goods to the Company's designated location, using a reliable carrier that guarantees timely delivery. The costs of shipping shall be borne by Supplier/Company, unless otherwise agreed upon in writing. All shipments must be properly packed, labeled, and insured to prevent damage during transit. The Supplier must provide the Company with tracking information and estimated delivery dates for each shipment.

In the event of a shipping delay, the Supplier must notify the Company immediately and provide a revised delivery schedule. The Company reserves the right to reject any goods that arrive damaged or do not conform to the agreed-upon specifications. Any additional costs incurred due to delayed or rejected shipments will be the responsibility of the Supplier unless otherwise specified in this Agreement.

VIII. Warranties

The Supplier warrants that the goods provided under this Agreement will be free from defects in materials and workmanship for a period of Number months from the date of delivery. If any defects are discovered during this warranty period, the Supplier agrees to repair or replace the defective goods at no additional cost to the Company. The Supplier further warrants that all goods will conform to the specifications provided in Section II and that they comply with all applicable laws and regulations.

This warranty does not cover damages caused by improper use, negligence, or modification by the Company. Any claims under this warranty must be submitted in writing within Number days of discovering the defect. The Supplier's liability under this warranty is limited to the repair or replacement of the defective goods.

IX. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State Name, without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be resolved through mediation or arbitration in City, State , as mutually agreed upon by the Parties. If the Parties are unable to resolve a dispute through mediation or arbitration, either Party may pursue legal action in the appropriate court of State Name.

X. Miscellaneous Provisions

A. Confidentiality

Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement. Neither Party shall disclose such information to any third party without prior written consent, except as required by law. Confidentiality obligations shall survive the termination of this Agreement.

B. Force Majeure

Neither Party shall be liable for any delays or failures in performance caused by events beyond their reasonable control, including acts of God, natural disasters, war, strikes, or governmental actions. If a force majeure event occurs, the affected Party must notify the other Party in writing as soon as possible.

C. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment without such consent shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

D. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties agree to replace any invalid or unenforceable provision with a valid provision that comes closest to the original intent of the Parties.

E. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by both Parties. Verbal agreements or understandings shall not be considered valid or enforceable unless confirmed in writing.

F. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior agreements, negotiations, and discussions, whether written or oral.

XI. Signatures

IN WITNESS WHEREOF, the Parties hereto have executed this Supply Agreement as of the date first above written.

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