Miscellaneous Chocolate Chips Template

MISCELLANEOUS CHOCOLATE CHIPS TEMPLATE

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: and Supplier Name: .

WHEREAS

WHEREAS, Client desires to procure and Supplier agrees to manufacture, supply and deliver chocolate chips meeting the specifications and quantities described in this Agreement; and

WHEREAS, Supplier represents that it possesses the facilities, technical capability and necessary approvals to produce food-grade chocolate chips in accordance with applicable food safety and labeling standards and the product specifications set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions governing the sale, delivery, quality assurance, payment and confidentiality relating to the chocolate chips to be supplied by Supplier to Client.

1. SCOPE OF WORK

Supplier shall manufacture and deliver chocolate chips in accordance with the product description, specifications and delivery schedule set forth below. All goods shall conform to the specifications and quality standards described in this Agreement.

2. PAYMENT TERMS

Client shall pay Supplier the amounts set forth below in consideration for the goods and services provided under this Agreement. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within days of the applicable due date shall accrue interest at the rate of until paid. In addition to interest, Supplier may suspend deliveries for invoices overdue more than days after written notice.

Bank transfer Check Other (specify below)

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue in full force until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for goods delivered and accepted prior to the effective date of termination or for non-cancellable costs reasonably incurred by Supplier in performance prior to termination.

4. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party relating to specifications, pricing, formulas, processes, customer lists and business operations ("Confidential Information"). Confidential Information shall not include information which is or becomes publicly available through no fault of the receiving party, rightfully received from a third party having the right to disclose, or independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care, and shall use Confidential Information solely for the purposes of performing under this Agreement. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement.

5. WARRANTIES; INSPECTION; RECALLS

Supplier warrants that goods delivered shall conform to the agreed specifications, be free from defects in material and workmanship, and be fit for human consumption when used in accordance with industry standards. Client shall inspect delivered goods within days of receipt and shall notify Supplier in writing of any nonconformity. Supplier's sole obligation for nonconforming goods shall be, at Supplier's option, repair, replacement or refund of the purchase price for the nonconforming goods.

In the event of a required product recall due to Supplier's negligence or failure to meet law or specification, Supplier shall be responsible for cost of recall and reasonable costs of notification, retrieval and replacement of affected product, subject to applicable law and limitations of liability set forth in this Agreement.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims, losses or damages arising out of its breach of this Agreement, negligence or willful misconduct. Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality and indemnities, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. Supplier's aggregate liability under this Agreement shall not exceed the total amount paid by Client to Supplier under this Agreement during the twelve (12) month period preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a purchaser of substantially all of its assets or to an affiliate. Any attempted assignment in violation of this section shall be void.

Notices: Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect to the extent consistent with the parties' intent.

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