Traitement de données

our

Supply Agreement

between

- hereinafter called „my company“ -

and

• hereinafter called „SUPPLIER PARTNER“ -

• together hereinafter called “Contractual SUPPLIER PARTNERs” or “Parties” -

Preamble

WHEREAS, MY COMPANY is a company belonging to My big company

MY COMPANY business is focused on the trading business of outdoor materials, goggles, masks, accessories and clothing

MY COMPANY whose registered office is at. Rue de l’industrie. Lyon. 69002. France and registration/fiscal number is SIREN 31819790248, represented by Christian Ladreyt- General Manager

WHEREAS, SUPPLIER PARTNER is a company is specialized in manufacturing MON TYPE DE PRODUIT equipment.  

MEIZHOU SPOTON SPORTS EQUIPMENT TECHNOLOGY CO.,LTD whose registered office is at Hong Kong and registration/fiscal number is BLALALAL…. represented by Mr Rui Du.

WHEREAS, SUPPLIER PARTNER is willing to supply the PRODUCTS (as defined below) pursuant to the terms and conditions set forth in this Supply Agreement (the “Agreement”);

WHEREAS, MY COMPANY is willing to purchase the PRODUCTS pursuant to the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Parties agree on the following:

§ 1         Structure and Targets of the Agreement:

1. The SUPPLIER PARTNER supplies MY COMPANY with various articles (hereinafter called „PRODUCT(S)“), which shall be developed, manufactured and controlled under the entire duty of the SUPPLIER PARTNER 
2. All PRODUCT-specific parameters such as specification, demand forecast, price etc. are being stipulated in PRODUCTS SPECIFICATIONS being integral part of this Agreement.

A Technical File for all the PRODUCTS is being concluded.

1. The Parties conclude this Agreement for the SUPPLIER PARTNER to reserve corresponding manufacturing capacities for MY COMPANY’ demand and to plan raw material requirements.

1. It is the target of this Agreement to meet the special requirements of the industry for the manufacture of the PRODUCTS.  This entails for the SUPPLIER PARTNER to ensure the requirements to quality, logistics, innovation and competitiveness.

1. In this respect, it is also the target of this Agreement to ensure an ongoing process of improvement for the manufacture of the PRODUCTS without creating negative impacts on the demands on quality and technology.  As a result, the consumer is to profit from a competitive Finished Product.

1. This Agreement does not state a definite order volume.  No legal obligation to purchase PRODUCTS is being established from this Agreement or its MON TYPE DE PRODUIT SPECIFICATIONS.  Order volumes are exclusively derived from individual purchase orders and order confirmations.  As far as MY COMPANY is detailing a forecast on any one Technical File or any other place/document, it is deemed non-binding and can be changed at any time.

1. This Agreement shall apply to all PRODUCTS purchased by MY COMPANY from the SUPPLIER PARTNER, be it co-branded products or MY COMPANY branded products.

§ 2        Forecast

1.         In the Technical File a non-binding forecast may be defined.  It specifies which estimated quantities of the PRODUCT, MY COMPANY intends to purchase within the next twelve (12) months upon having signed the Technical File.          

1.  The forecast shall assist the SUPPLIER PARTNER in his production planning, however the forecasts are non-binding to MY COMPANY.

§ 3        Purchase Orders (On-Call Orders)

1.        MY COMPANY will provide the SUPPLIER PARTNER with individual purchase orders for the PRODUCTS at the latest ninety (90) days before each delivery date. To respect the lead time, MY COMPANY should supply all the specifications on time.         

2.        The SUPPLIER PARTNER is obliged to develop, manufacture, control and deliver the PRODUCTS ordered for the date stated on the purchase order.

For formal reasons the SUPPLIER PARTNER shall send a written order confirmation to MY COMPANY within five (5) working days from receipt of the purchase order.

The SUPPLIER PARTNER will consider amendments to orders placed by MY COMPANY, however, shall not be held responsible, if he is not in a position to meet subsequent requests for changes of purchase orders by MY COMPANY.

§ 4        Delivery Dates; Penalties; Minimizing Risks

1. If delivery dates stated on the purchase orders or any other binding delivery date agreed otherwise are not being kept, the delivery is deemed late.  The SUPPLIER PARTNER’s delivery is then deemed in default.  In any case, the SUPPLIER PARTNER is obliged to notify MY COMPANY of any delivery delays which can be detected early on.

1. In case of a late delivery, the SUPPLIER PARTNER is to pay a contractual fine in the amount of

1 % of the order volume for 1 week being late

2 % of the order volume for 2 weeks being late

4% of the order volume for 3 weeks being late

In addition to the previous penalties, after 3 weeks of being late, air shipment will also be paid by the SUPPLIER PARTNER.

This contractual fine is to be calculated into the damage caused by delay.  

The right to claim further damages from delay is expressly reserved, however, in any case, the SUPPLIER PARTNER will exempt MY COMPANY in its entirety from all claims by third parties being claimed from MY COMPANY on account of such late delivery or non-delivery.

In order to minimize the risk for both Parties resulting from late deliveries, the SUPPLIER PARTNER may maintain a buffer stock of key raw materials at its own expense.  Storage regulations applicable (temperature, humidity, etc.) must be observed.  This buffer stock is to be operated according to the “first in – first out”-principle.

_

§ 5        Logistics

1.        The SUPPLIER PARTNER will deliver the PRODUCTS ordered by MY COMPANY in accordance with the Annexes CDC DE MON TYPE DE PRODUITto such address as is stated on the purchase order.

Delivery address agreed is MY COMPANY . ENTREPOT.772, Rue de l’industrie. LYON 69002. France

2.        The danger of accidental perishing is borne by the SUPPLIER PARTNER until the PRODUCTS have been transferred to MY COMPANY, FOB Shenzhen (Yantian) Incoterms 2020 applies, if not stipulated differently in the relevant Technical File.

3.        The SUPPLIER PARTNER transfers the PRODUCTS properly packaged and undamaged. Logistic specification to be applied by the SUPPLIER PARTNER are listed in the Logistic specification annexed to this agreement.

4.        With each shipment, the SUPPLIER PARTNER provides MY COMPANY with any and all certificates and other documents in accordance with the respective Technical File in accordance with the respective Technical File.

§ 6         Prices

1. Within the markets needs and the specific consumers values of MY COMPANY, both Contractual SUPPLIER PARTNERs endeavor to work out measures to reduce costs and prices and to maintain or even increase delivery quantities.

1. The price of each PRODUCT (set out in the respective Technical File) has been determined as being fix for a period ^[a]of 12 months starting with the first delivery date.

On the day of the first price renegotiation (as set out in the respective Technical File) and one (1) year thereafter, the price will be renegotiated.  

Savings resulting from product improvements are to be passed on to MY COMPANY.

1. When granting more favorable prices and conditions to other customers, the SUPPLIER PARTNER will grant MY COMPANY the same concessions.

1. If MY COMPANY has offers on hand that are at least ten (10) % less expensive, MY COMPANY is entitled to call for price negotiations at any time.  In such case a cost analysis is to be performed in which course MY COMPANY is entitled to review any respective production documentation and correspondence and/or agreements with SUPPLIER PARTNERs.

§ 7        Invoices and Payment Terms