Master Supply Agreement
This Master Supply Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a company organized under the laws of [Jurisdiction], with its principal place of business at [Your Company Address] ("Supplier"), and Nautix, a company organized under the laws of [Jurisdiction], with its principal place of business at Richmond, CA 94801 ("Customer"). Supplier and Customer are collectively referred to as the "Parties."
1. Scope of Agreement
1.1. This Agreement establishes the terms and conditions under which Supplier will provide goods or services ("Products") to Customer, as specified in individual purchase orders or schedules attached hereto ("Purchase Orders").
1.2. The specific details of the Products, including specifications, quality requirements, and quantities, shall be described in each Purchase Order, which is subject to the terms of this Agreement.
2. Term and Termination
2.1. Term: This Agreement shall commence on [Start Date] and remain in effect for [Duration], unless terminated earlier as provided herein.
2.2. Termination for Convenience: Either Party may terminate this Agreement with [X days] prior written notice.
2.3. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches its obligations and fails to cure such breach within [X days] of notice.
3. Pricing and Payment Terms
3.1. Pricing: Prices for the Products are set forth in [Appendix or Schedule], attached hereto.
3.2. Payment Terms: Payments shall be made within [X days] of receipt of an invoice, unless otherwise specified in the Purchase Order.
3.3. Late Payments: Overdue payments will incur interest at a rate of [X%] per month, or the maximum rate allowed by law, whichever is lower.
4. Delivery and Logistics
4.1. Delivery Terms: All Products shall be delivered [Incoterms rule, e.g., FOB, CIF], to the location specified in the Purchase Order.
4.2. Risk of Loss: Risk of loss or damage to the Products shall pass to Customer upon [delivery/shipment].
4.3. Delays: Supplier shall notify Customer promptly of any anticipated delays in delivery.
5. Warranties
5.1. Supplier warrants that the Products will:
5.2. In the event of a breach of warranty, Supplier will, at its option, repair, replace, or refund the defective Products.
6. Indemnification
6.1. Supplier’s Indemnification: Supplier shall indemnify and hold harmless Customer from any claims, damages, or expenses arising from:
6.2. Customer’s Indemnification: Customer shall indemnify and hold harmless Supplier from any claims, damages, or expenses arising from:
7. Confidentiality
7.1. Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement.
8. Force Majeure
8.1. Neither Party shall be liable for delays or failures to perform due to events beyond their reasonable control, including acts of God, war, labor disputes, or governmental actions.
9. Dispute Resolution
9.1. The Parties agree to first attempt to resolve disputes through good-faith negotiations.
9.2. If unresolved, disputes shall be resolved through [arbitration/mediation/courts] under the laws of [Jurisdiction].
10. Miscellaneous
10.1. Entire Agreement: This Agreement, including any schedules and Purchase Orders, constitutes the entire agreement between the Parties.
10.2. Amendments: This Agreement may only be amended in writing and signed by both Parties.
10.3. Governing Law: This Agreement shall be governed by the laws of [Jurisdiction].
Signatures
[Your Name]
[Your Company Name]
[Date]
Alfonso Jewel
Nautix
[Date]
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