Exercises on Drafting Service agreements and termination letter

MATERIAL SUPPLY AGREEMENT

This Material supply agreement (the “Agreement”) is made and entered into this 04th
October, 2022 by and between Dukes Pvt. Ltd (herein after referred to as Company) with its
principal place of business located at 15th Floor, BKC, Mumbai 400 002 and Shield Pvt. Ltd
(herein after referred to as Supplier) with its principal place of business located at 22/124,
Nehru Nagar, Mumbai 400004 (hereinafter referred to individually as a “Party” and
collectively as “the Parties”).

WHEREAS, the Company is in the business of manufacturing water bottles;

WHEREAS, the Supplier has expertise in the area of supplying Sanitizers, Disposable Masks,
Thermometers, Vitamin C Supplements, (collectively referred to as the “Products”);
WHEREAS, the Company desires to engage the Supplier to provide the products and the
Supplier is willing to provide such products to the Company;
NOW, THEREFORE, the Parties hereby agree as follows:
1. SCOPE:

PRODUCTS

During the term of this Agreement and any extension thereof, the Supplier shall sell and
supply the products to Company and the Company shall purchase the products from
Supplier non-exclusively.

PURCHASE ORDER

Every transaction between the Company and the Seller shall be evidenced by an invoice. A
request shall be made by the Company to the Seller in writing containing the quantity and
the product ordered. Purchase Orders will be raised on 25th day of the previous month for
the next month.

2. OBLIGATIONS OF THE SUPPLIER:

The Supplier’s obligations involve:
a. Supply of products given in Purchase order at the address of the Company
mentioned in this contract within 10 business days.

b. The Supplier shall be responsible for ensuring all inspections and testing of the
Products is properly and adequately performed.
c. The Supplier shall ensure that the Products are properly packed and secured in
such a manner as to enable them to reach their destination in good condition.
d. The Supplier shall comply with all laws in force in India. The laws will include all
national, provincial, municipal or other laws that affect the performance of the
 Contract and are binding upon the Supplier. The Supplier shall indemnify and
hold harmless, the Company from and against any and all liabilities, damages,
claims, fines, penalties and expenses of whatever nature, arising or resulting
from the violation of such laws by the Supplier.

3. OBLIGATIONS OF THE COMPANY:

a. It is the duty of the Company to accept the goods and pay for them in accordance
with the terms of the contract.
b. The Products shall be subject to final inspection and acceptance or rejection by the
Company upon arrival at their destination as specified in the Order. If following
inspection or testing the Company considers that the Products do not conform or
are unlikely to comply with the Supplier's obligations under this clause 4, the
Company shall inform the Supplier and the Supplier shall immediately take the
necessary remedial action to ensure compliance.
c. If the Company refuses to accept the goods, it is his duty to inform the Supplier
about it.

4. QUALITY OF PRODUCTS:
Products shall be uniform in quality and condition, sound and free from foreign
materials and imperfections detrimental to the usage of product. The product must be
of an overall quality consistent with good industry practices and adhere to requested
PO requirements without deviation.
a. In the current COVID-19 situation, the Supplier should ensure to adhere to the
World Health Organization (WHO) recommendation of the minimum of an FFP2
mask.
b. The products should conform to the standards of IP as the case may be.

5. PRICING AND PAYMENT:

The Price shall be as per the annexure 1. The pricing shall remain locked for a period of
one year.

a. Upon receipt of the invoice of the Company from the Supplier, the Company shall
have 30 days to pay the amount in the invoice.
b. All payments shall be done to the Supplier through bank credit as per the details
mentioned in the invoice.

6. TERM AND TERMINATION

This Agreement shall remain effective beginning the date signed by the Parties hereto
and shall remain in effect for a period of one year or until terminated by any of the
parties hereto, in a form of a written notice.  
a. This Agreement may be terminated by either Party by giving one month
calendar days written notice of such termination to the other Party in the event of a
material breach by the other Party
b. Any other breach that a Party has failed to cure within thirty calendar days
after receipt of written notice by the other Party,
 c. an act of gross negligence or wilful misconduct of a Party, and
d. the insolvency, liquidation or bankruptcy of a Party.
e. Effect of Termination
i. Upon the effective date of termination of this Agreement, all legal
obligations, rights and duties arising out of this Agreement shall
terminate except for such legal obligations, rights and duties as shall have
accrued prior to the effective date of termination and except as otherwise
expressly provided in this Agreement.

7. FORCE MAJEURE

Supplier shall not be responsible for damages for delays caused by reason of force
majeure; such as due to earthquake, flood, war, or in cases of inclement weather that
shall prevent the delivery of the goods to the Company. Supplier shall notify the
Company as soon as possible the incident and shall be made in writing thereafter.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of
India, without giving effect to any choice of law or conflict of law provisions. The
Parties consent to the exclusive jurisdiction and venue in the courts of Maharashtra, in
the city of Mumbai.

9. SEVERABILITY CLAUSE

The clauses and provisions contained in this Agreement are intended to be read
separately. In case any provisions hereto are found to be invalid by a competent court,
such invalidity shall affect only the said provision and the rest of the remaining
provisions shall remain valid and enforceable.

10. AMENDMENT

Any modifications or alterations to this agreement shall require the consent of the
parties hereto in writing. Any modifications in any of the provisions in absence of such
consent shall not be considered as having been made.

11. ASSIGNMENT

Unless otherwise expressly stated in this Agreement, the parties may not assign the
rights, obligations, liabilities, or interests hereunder without the written consent of the
other Party hereto.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed
this Agreement by their authorized representatives as of the date first written above.
Signed for and on behalf of Signed for and on behalf of
Dukes Pvt. Ltd. Shield Pvt. Ltd.

XXXX XXXX
Director Regional Manager