Legal Supplier Letter

LEGAL SUPPLIER LETTER

This Supplier Letter (the "Letter") is made effective as of , by and between Supplier Name: with principal place of business at (hereinafter "Supplier"), and Client Name: with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Supplier is engaged in the business of supplying goods and/or services described below and has represented that it has the expertise, personnel, and resources necessary to perform such supply obligations on the terms set forth in this Letter; and

WHEREAS, Client desires to procure, and Supplier agrees to provide, the goods and/or services specified in this Letter subject to the terms, conditions, and schedules set forth herein; and

WHEREAS, the parties intend for this Letter to formalize Supplier's appointment to provide the specified goods and/or services and to define the commercial and legal obligations of the parties.

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Letter, and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. SCOPE OF SUPPLY

Supplier shall supply the goods and/or perform the services described as follows (the "Supply"):

2. TERM AND TERMINATION

The term of this Letter shall commence on the effective date set forth above and continue for unless earlier terminated in accordance with this Letter. Either party may terminate this Letter for material breach of its terms if the breaching party fails to cure such breach within after written notice. Either party may terminate for convenience upon prior written notice to the other party.

3. PRICING AND PAYMENT

Client shall pay Supplier the fees and charges set forth below. All amounts are exclusive of taxes unless otherwise stated.

Payment terms: invoices submitted by Supplier shall be due and payable within of receipt, subject to Client's right to withhold disputed amounts in good faith pending resolution. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. DELIVERY AND ACCEPTANCE

Supplier shall deliver goods and perform services in accordance with the delivery schedule and acceptance criteria agreed by the parties. Client shall inspect delivered goods or completed services and shall provide written notice of rejection or acceptance within of delivery. Failure to provide timely notice shall constitute acceptance.

5. REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Letter; (b) the goods supplied will be of merchantable quality and free from material defects; (c) services will be performed with reasonable skill and care by personnel with appropriate qualifications; and (d) performance of Supplier's obligations will not violate any applicable law or third-party agreement.

6. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party relating to pricing, business operations, technical data, or other proprietary information ("Confidential Information"), and shall not use or disclose such Confidential Information except as required to perform under this Letter or as required by law. Confidentiality obligations shall survive termination of this Letter for a period of three (3) years.

7. INDEMNITY; LIMITATION OF LIABILITY

Supplier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Supplier's breach of this Letter, negligence, or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS LETTER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Letter, including export controls, anti-corruption laws, and labor laws. Supplier shall obtain and maintain, at its expense, all permits, licenses and approvals necessary to perform the Supply.

9. INSURANCE

Supplier shall maintain, at its expense, insurance coverage customary for the industry, including commercial general liability, professional liability (if applicable), and workers' compensation in amounts sufficient to cover Supplier's obligations under this Letter. Upon request, Supplier shall provide certificates of insurance evidencing such coverage.

10. AUDIT AND RECORDS

Supplier shall keep accurate books and records relating to the performance of this Letter and the fees charged. Client shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify compliance and invoiced amounts; any discrepancies will be corrected promptly.

11. NOTICES

All notices required or permitted under this Letter shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this Section. Notices shall be deemed given when delivered personally, sent by certified mail, or delivered by nationally recognized overnight courier.

12. AMENDMENT; WAIVER

No amendment to this Letter shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right unless such waiver is in writing.

13. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be effective as originals.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws chosen by the parties below. This Letter, together with any expressly incorporated schedules or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

Each party acknowledges that it has had the opportunity to review and negotiate this Letter and that any ambiguities shall not be construed against either party as the drafter. Neither party may assign this Letter without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

EXECUTION

The parties have executed this Letter by their duly authorized representatives as of the dates set forth below.

Sign Now