Contract Manufacturing of Products
The Manufacturer shall manufacture or cause to be manufactured for the Buyer, from time to time, pursuant to Purchase Orders, Products, as well as the application or installation of labels, inserts, packaging, and other necessary elements to present a finished product to the Buyer. Unless otherwise specified in any Purchase Order, the Manufacturer shall be responsible for the creation of the formula for the Products. Buyer may contribute ideas and or suggestions for components and/or formulation of the Products. However, in any event, the formulation and the compounding method, along with all other processes involved in the manufacture of the Products, shall remain proprietary to and the sole and exclusive property of the Manufacturer. The Manufacturer is not obliged to accept Buyer’s ideas and/or suggestions should the ideas and/or suggestions contravene any laws and/or regulations, with which Manufacturer must comply.
Orders & Shipping
The Manufacturer shall manufacture and sell the Products to the Buyer. Such orders shall be sent to and stored at Buyer’s fulfillment center(s) of Buyer unless specified otherwise in the Purchase Order. No Purchase Order placed by the Buyer shall be binding on Manufacturer unless and until accepted by the Manufacturer.
The Manufacturer shall notify the Buyer of its acceptance of an order within a reasonable time and shall not to exceed three (3) business days. The Buyer shall bear sole and exclusive responsibility for taking all actions and doing all things required after manufacture of the Product including, but not limited to, all sales and marketing activities, business licenses, payment of all taxes, charges and tariffs, customs, and immigration requirements, obligations, compliance with laws (including any and all necessary licenses and permits) and/or any other foreign or domestic law and/or import requirement (whether the duty of the Manufacturer or the Buyer) and the payment of any duties, tariffs, sales taxes and any and all other costs, fees and/or charges of any kind or nature required in the importation, distribution and/or sale of the Products and agrees to indemnify and hold harmless the Manufacturer for any such charges specified herein.
Terms of payment and terms of shipping shall be included in any Purchase Orders at the direction of the Manufacturer.
No Purchase Order shall be deemed valid and ordered unless and until all payment and shipping terms have been accepted and agreed to, in writing, by the Manufacturer.
This Agreement defines the general terms between the Manufacturer and Buyer. However, specific business terms relating to the Purchase Orders are further defined in the Purchase Orders. To the extent there is conflict or inconsistency between the provisions of this Agreement and any Purchase Order, the terms of the Purchase Order shall govern with respect to the terms and conditions of any particular order or supply of Product.
Advertising, Promotion, and Marketing.
The Buyer shall be responsible for the preparation and supply to the Manufacturer of all label, insert and package designs, as well as the creation and production of any and all marketing, promotional, and advertising materials for the Products. Buyer shall design its own labels, inserts, marketing, promotional, and advertising material, solely at his own expense, relating to the Products. The Buyer shall be responsible for all of its expenses, fees, salaries, commissions, and other charges incurred or to be incurred by the Buyer in the marketing, promotion, sale, advertising, distribution, and all other expenses and/or costs incurred in connection with its marketing, advertising and sale of the Products pursuant to this Agreement.
MANUFACTURER’S DUTIES:
a. The Products (1) shall be developed, manufactured, packaged, labeled, stored, and transported in conformance with the Purchase Order specifications; and (2) shall not be adulterated or misbranded.
b. Manufacturer shall maintain or cause to be maintained, all equipment and facilities utilized in the development, manufacture, and supply of the Products hereunder in good operating condition.
c. Manufacturer, at its expense, shall perform or cause to be performed, all stability, validation, and other raw material and in-process and finished product tests or checks required by the specifications in order to assure the conformity of the Products to the specifications agreed upon by Manufacturer and Buyer.
d. Manufacturer shall advise Buyer of any known noncompliance and of the testing or inspection results of batches of the Product, and Products that do not strictly comply with the specifications of this Agreement shall not be shipped to Buyer.
e. Manufacturer has the ability and financial resources available to supply the Products to Buyer in the manner and amounts required by the terms and provisions of this Agreement and the Purchase Orders.
BUYER’S DUTIES:
a. Buyer shall warrant that all labeling and marketing materials comply with all applicable laws. Manufacturer’s approval of labeling and marketing materials is not a guarantee by Manufacturer that said labeling and marketing materials are in conformity with applicable laws.
b. Buyer shall supply to Manufacturer any and all necessary items and/or elements to complete any specific Purchase Order including, but not limited to, formulations, special packaging, insert advertising, Intellectual Property to be used appurtenant to the formulation, etc., pursuant to the specifications of any particular Purchase Order.
c. The information provided by Buyer to Manufacturer used by Manufacturer to manufacture the Products will not infringe any third-party patents or other Intellectual Property. Buyer agrees to keep Manufacturer fully informed about any allegation and/or notification of infringement of third-party Intellectual Property based upon the manufacture, sale, or distribution of the Products.
d. Buyer shall supply to Manufacturer all remaining payments due to complete order before the final order is shipped. The Buyer is responsible for providing full payment on all orders within ten business days after receiving notification from the Manufacturer that the order is complete and ready for pickup on shipping. All manufactured products will be considered “abandoned” if full payment is not provided within ten business days from the Manufacturer’s written notification of order completion. Manufacturer holds the right to confiscate all Product that is considered abandoned after a written notice of abandonment is provided to Buyer from the Manufacturer.