International Manufacturing Contract: The international manufacturing contract is used in situations when one company arranges for another company in a different country to manufacture its products; this is also known as international subcontracting. The company provides the manufacturer with all the specifications, and, if applicable, also the materials required for the production process.
International Manufacturing Contract: The international manufacturing contract is used in situations when one company arranges for another company in a different country to manufacture its products; this is also known as international subcontracting. The company provides the manufacturer with all the specifications, and, if applicable, also the materials required for the production process.
International Manufacturing Contract: The international manufacturing contract is used in situations when one company arranges for another company in a different country to manufacture its products; this is also known as international subcontracting. The company provides the manufacturer with all the specifications, and, if applicable, also the materials required for the production process.
The International Manufacturing Contract is used in situations when one company arranges for another company in a different country to manufacture its products; this is also known as international subcontracting. The company provides the manufacturer with all the specifications, and, if applicable, also the materials required for the production process.
This type of Contract sets out the requirements, which the manufacturer must meet concerning the quality of the products, certification, quantities, conditions and dates of delivery, etc. It also establishes guidelines for the inspection and testing of the products set forth by the company which contracts out the manufacture, or by its own clients. Furthermore it also outlines modifications to orders, as well as guarantees and compensation in case of breach of contract.
The International Manufacturing Contract provides for a basic scheme, and two main options. The basic scheme is based on the assumption that the manufacturer is fully equipped and has the technology to produce conforming goods, in its position as most specialized Party. The options, which do not exclude the basic scheme but may combined with it and with each other, are tailored to cases in which (i) the Company has to supply the Manufacturer with certain specific equipment or tooling and (ii) the Company has to transfer parts of its own technology to the Manufacturer to enable him to finalize the products.
The Contract template also covers the situation where the Parties have agreed that the Manufacturer shall submit samples before production is launched.
This Contract also deals with issues of Intellectual Property Rights (IPR). It is assumed that the IPR are properly protected by appropriate registration. Moreover, the contract imposes a duty of confidentiality upon both Parties, which should provide additional protection in particular if know-how is communicated by one Party to the other. It is suggested to verify that the regime set out in the Contract for improvements is acceptable in the light of any applicable anti- trust/competition law.
Because of the cooperation between the Parties, the International Manufacturing Contract might be enduring. It is therefore important to establish the duration of the alliance. An option could be that the contract has a specific term with subsequent renewal requiring mutual agreement.
As far as the Law applicable to the contract is concerned, it is important to note expressly that the UN Convention on the International Commercial sale of Goods (CISG) does not apply to that type of agreement "in which the preponderant part of the obligations of the Party which furnishes the goods consists in the supply of labour or other services."
The alternatives provided by the Contract may be of course be adapted to the specific needs of the Parties, or deleted. They are not exclusive of each other and may be combined.
................................. [company legal name] whose registered office is at .................................................................... [address, city and country] and registration/fiscal number is .............................. (hereafter referred to as the Company),
AND:
................................. [company legal name] whose registered office is at .................................................................... [address, city and country] and registration/fiscal number is .............................. (hereafter referred to as the Manufacturer).
PREAMBLE [Parties may include a preamble explaining the activities of each and describing the history of their relationship, if for example the Contract continues a prior relationship].
1.1 The Company appoints the Manufacturer to manufacture the products.
1.2 The Manufacturer agrees to manufacture all products describe in Annex 1 of this Contract in accordance with orders issued by the Company and to supply the products as set out in this Contract.
1.3 This Contract shall commence on the date written above and continue for an initial period of [6 or 12] months. It shall then continue for further consecutive periods of [6 or 12] months until terminated by the Company at any time on one months written notice to expire at the end of the initial or any subsequent period of [6 or 12] months.
1.4 The Manufacturer acknowledges that this appointment is non-exclusive and The Company is free to appoint other manufacturers, in the Manufacturers country or in other countries, to manufacture products on its behalf.
2. ORDERS
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2.1 Each order for products shall be in writing and shall contain a detailed specification to enable the Manufacturer to fulfil the order including any special requirements and the date for delivery of the completed Products.
2.2 Unless otherwise agreed in writing when an order is placed, the terms and conditions in this Contract will apply to it.
2.3 The Manufacturer will promptly confirm in writing receipt of each order and confirm to the Company the delivery date of products based on the information provided by the Company. Any discrepancy or omission in the information supplied by the Company must be notified by the Manufacturer to the Company within [3, 5, 7] calendar days of the date of each order.
2.4 The Company may but is not obliged to give the Manufacturer a forward estimate of requirements for products in advance of placing specific orders and will notify any changes in its estimates.
3. OBLIGATIONS OF THE MANUFACTURER
3.1 The Manufacturer shall manufacture and deliver all products so as to meet the requirements of all orders.
3.2 Every order for products must be completed ready for delivery within . [3, 5, 10] weeks from the date of the order unless otherwise specified in the order or agreed in writing within [3, 5, 7] calendar days of the order being received by the Manufacturer.
3.3 All products must:
3.3.1 Fully comply with the order and with any specification, samples or patterns comprised in the order.
3.3.2 Be of high quality, comprise only suitable materials and be fit for the purposes for which they are supplied.
3.3.3 Comply with all applicable laws, regulations and standards including but not limited to fire, health and safety regulations.
3.4 The Manufacturer shall for the duration of this Contract maintain adequate product liability insurance in respect of all products and against loss or damage of materials and products at his factory or when in transit.
This is a sample of 2 pages out of 10 of the International Manufacturing Contract To get more information about this contract click here: INTERNATIONAL MANUFACTURING CONTRACT