Home Fragrance Reed Diffuser Template

HOME FRAGRANCE REED DIFFUSER AGREEMENT

This Home Fragrance Reed Diffuser Agreement (the Agreement) is made and entered into as of Effective Date: by and between Supplier Name: with principal place of business at and Buyer Name: with principal place of business at .

RECITALS

WHEREAS, Supplier manufactures and supplies home fragrance products and has developed fragrance compositions and reed diffuser assemblies suitable for retail sale; and

WHEREAS, Buyer desires to purchase from Supplier, and Supplier desires to sell to Buyer, reed diffuser products meeting the specifications and quantities set forth in this Agreement, subject to the terms and conditions herein.

WHEREAS, the parties intend by this Agreement to set forth the rights, responsibilities, and commercial terms governing supply, delivery, acceptance and payment for the reed diffuser products.

SCOPE OF WORK

Supplier shall supply and Buyer shall purchase reed diffuser products conforming to the specifications and quantities described below. Supplier shall perform manufacture, quality inspection, packaging, and delivery in accordance with the schedule and terms set forth in this Agreement.

PRODUCT SPECIFICATIONS & QUANTITIES

DELIVERY, ACCEPTANCE & INSPECTION

Supplier shall deliver products FOB Supplier's facility unless otherwise agreed. Buyer shall inspect shipments within Acceptance Period: following delivery. Nonconforming goods shall be reported in writing within the Acceptance Period and Supplier shall, at Supplier's option, replace or credit nonconforming goods within a commercially reasonable time.

PAYMENT TERMS

Prices and payment terms are as follows. All amounts are stated in the currency indicated in the invoice unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the termination notice period after receiving written notice specifying the breach. Termination does not relieve Buyer of its obligation to pay for goods accepted prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party, except as required by law. "Confidential Information" includes formulas, fragrance compositions, pricing, forecasts, and business plans disclosed in connection with this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party or independently developed by the receiving party without reference to disclosed Confidential Information.

INTELLECTUAL PROPERTY

Supplier retains all right, title and interest in formulations, manufacturing processes and proprietary trade secrets used to produce the products. Buyer is granted a limited, non-exclusive right to use Supplier's trademarks and product images solely for the promotion and sale of the products purchased under this Agreement, subject to Supplier's brand guidelines and prior written approval for any modified labeling.

WARRANTIES, LIMITATIONS & COMPLIANCE

Supplier warrants that at the time of delivery products shall materially conform to the specifications set forth in this Agreement and shall be free from defects in material and workmanship for Warranty Period: following delivery. Except for the express warranty above, products are provided "AS IS" and to the extent permitted by law Supplier disclaims all other warranties.

Each party shall comply with applicable laws, rules and regulations governing product safety, labeling, and export controls. Buyer shall not modify product labels or packaging in a manner that would violate applicable law or Supplier's intellectual property rights.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against third party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party's compliance with notice and mitigation requirements set forth herein.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by the courts located within the county of the governing state.

ENTIRE AGREEMENT

This Agreement, including any attachments and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. No amendment or modification shall be binding unless in writing signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment of this Agreement is permitted only with the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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