Free Professional Supply Chain Agreement

This Supply Chain Agreement (“Agreement”) is entered into as of [Date], by and between:

• [Your Company Name], a [corporation/partnership/individual] having its principal place of business at [Your Company Address] (“Supplier”);
  

• OmniTrick, a [corporation/partnership/individual] having its principal place of business at Scottsdale, AZ 85250 (“Buyer”).

1. Recitals

WHEREAS, Supplier agrees to provide certain goods/services to Buyer in accordance with the terms of this Agreement;

WHEREAS, Buyer agrees to purchase and accept delivery of said goods/services from Supplier in accordance with the terms of this Agreement.

2. Scope of Agreement

2.1 Goods/Services:

Supplier agrees to provide the following goods and/or services to Buyer:

• [Description of goods/services, including quantities, specifications, and any quality requirements].
  

2.2 Supply Chain Responsibilities:

• Supplier’s Obligations: Supplier shall supply and deliver the goods/services as per the agreed specifications and timelines.
  

• Buyer’s Obligations: Buyer shall accept delivery of the goods/services and ensure timely payment in accordance with the terms set forth in this Agreement.

3. Terms of Delivery

3.1 Delivery Schedule:

• Supplier shall deliver the goods/services to Buyer by [date] or as otherwise mutually agreed upon.

• Deliveries will occur [weekly/monthly/quarterly] based on [specific schedule].

3.2 Shipping and Transportation:

• Supplier shall be responsible for shipping the goods to [destination address] using [mode of transport].

• Buyer is responsible for [import duties, taxes, insurance, etc.], unless otherwise agreed.

3.3 Risk of Loss:

• The risk of loss or damage to the goods shall pass from Supplier to Buyer upon [point of transfer, e.g., delivery to Buyer, or upon arrival at the destination].

4. Pricing and Payment Terms

4.1 Pricing:

• The price for the goods/services provided under this Agreement shall be [specify price per unit or total amount]. Prices may be adjusted according to [any applicable conditions, such as inflation or market changes].
  

4.2 Payment Terms:

• Payments for goods/services will be due within [X] days from the invoice date.

• Payments shall be made via [bank transfer/cheque/credit terms] to [Supplier’s payment details].
  

4.3 Late Payments:

• Late payments will incur a [X]% late fee per month on any overdue amounts.

5. Order Management

5.1 Order Placement:

• Buyer shall place orders via [email/online portal/form] specifying quantities and delivery schedules.
  

5.2 Minimum Order Quantity:

• The minimum order quantity for goods/services shall be [X units or amount].
  

5.3 Order Modifications and Cancellations:

• Orders may be modified or canceled by Buyer up to [X days] before the scheduled delivery.

6. Compliance and Standards

6.1 Compliance with Laws:

• Both parties agree to comply with all applicable local, state, and international laws, including environmental and labor standards.
  

6.2 Quality Assurance:

• Supplier guarantees that the goods meet the specifications outlined in this Agreement and are free from defects in material or workmanship.
  

• The Supplier must comply with quality certifications such as [ISO, ASTM, etc.].

7. Intellectual Property and Confidentiality

7.1 Intellectual Property:

• All intellectual property created as a result of this Agreement shall remain the property of [Supplier/Buyer], unless otherwise agreed.
  

7.2 Confidentiality:

• Both parties agree to keep all proprietary or confidential information disclosed during the term of this Agreement confidential for a period of [X] years after the termination of the Agreement.

8. Liability and Warranties

8.1 Supplier’s Warranties:

• Supplier warrants that the goods/services will be free from defects in design, materials, and workmanship for a period of [X months/years] after delivery.
  

• In case of defects, Supplier shall repair or replace the goods at no additional cost to Buyer.
  

8.2 Liability Limitations:

• Neither party shall be liable for consequential or indirect damages. Liability is limited to the total amount paid under this Agreement.

9. Force Majeure

Neither party shall be liable for failure to perform its obligations if such failure is caused by an event beyond the control of either party, such as natural disasters, strikes, or government actions.

10. Term and Termination

10.1 Term:

• This Agreement shall commence on [start date] and continue until [end date], unless terminated earlier as outlined below.
  

10.2 Termination for Cause:

• Either party may terminate this Agreement with immediate effect if the other party is in material breach and fails to remedy the breach within [X] days of notice.
  

10.3 Termination for Convenience:

• Either party may terminate this Agreement with [X] days written notice to the other party.
  

10.4 Post-Termination Obligations:

• Upon termination, Buyer shall pay for all goods/services delivered and not yet paid for, and both parties shall return or destroy all confidential information.

11. Dispute Resolution

11.1 Mediation/Arbitration:

• Any disputes arising under this Agreement shall first be addressed through mediation. If mediation fails, disputes shall be resolved by arbitration under the rules of [arbitration body].
  

11.2 Governing Law:

• This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

12. Miscellaneous Provisions

12.1 Entire Agreement:

• This Agreement represents the entire understanding between the parties and supersedes all prior agreements or understandings.
  

12.2 Assignment:

• Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
  

12.3 Amendments:

• Any changes or amendments to this Agreement must be in writing and signed by both parties.

Signatures

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

[Your Name]

[Your Company Name]

[Date]

Ronaldo Glynn

OmniTrick

[Date]

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