THIS AGREEMENT is made on _________________________ 20___
COMPANY A (address of the company) (hereinafter “the company” which expression shall
where the context, so admits include its successor and assigns) of the one
COMPANY B (address of the company) (hereinafter “the client”, to provide in respect of
distribution of medical gloves described in Paragraph (B) at the agreed
monthly basic charges as indicated below per month with the effect
B) The said Services shall be as follows
1. The client in agreement to receive medical gloves supplied to its premises at a total amount
not exceeding _________________Tax Inclusive
WHEREAS, COMPANY A currently supplies and distributes the disposable medical gloves
WHEREAS, COMPANY A, for the price and subject to the terms and conditions contained
herein, is prepared to sell and deliver to the client, on an ongoing basis and as its supplier, and
the client is prepared to buy on this basis from COMPANY A, all of the client’s Product
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITION AND INTERPRETATION
1.1. Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto,
the followings terms, unless the subject matter or context otherwise requires, shall have the
1.1.1. “Agreement” means or refers to this Agreement as amended from time to time and
any indenture, agreement or instrument supplemental or ancillary hereto or in implementation
1.1.2. “Business Day” means any day excluding Saturday, Sunday and any other day
which in Singapore is a legal holiday or a day on which financial institutions are authorized by
law or by local proclamation to close;
1.1.3. “Person” means any individual, company, corporation, partnership, firm, trust,
sole proprietorship, government or entity howsoever designated or constituted; and
1.1.4. “Product” means or refers to Disposable Nitrile Examination Gloves sold
pursuant to this Agreement.
1.2. Words importing the singular number include the plural and vice versa and words importing
the masculine gender include the feminine and neuter genders.
1.3. The division of this Agreement into article and insertion of headings is for convenience and
reference only and shall not affect the construction or interpretation of this Agreement.
1.4. All dollars’ amounts referred to in this Agreement are in lawful money of Singapore.
1.5. The preamble hereto forms an integral part of this Agreement.
2. SALE AND PURCHASE OF PRODUCTS
2.1. The Company hereby agrees and undertakes to sell to the client, and the client agrees and
undertakes to purchase from the Company, for the price and subject to the terms and conditions
contained herein, the total requirements of Product needed by the client for its day-do-day
manufacturing and distributing activities during the term of this Agreement. At the date of
signing of the present Agreement, the client estimates its requirements for current order at
……………… cartons (….……………… cartons) of Product.
2.2. Quality control:
The company shall be responsible for ensuring that all the purchased Products meet the quality
specified in the Specifications and that the Products shall be merchantable and fit for their
intended purpose. The company shall be responsible for the sampling and testing of all raw,
packaging and other materials and finished Products in accordance with good manufacturing
practices and procedures.
3. PRICE, QUANTITY AND VALUE CONTRACT
3.1. Price and quantity:
Product Quantity Unit Unit price Total
Disposable Nitrile Examination
Gloves, powder free, non-
Status: in stock/production
…………….. Carton US$ ….. US$ …….
In words: …………………………………………
3.2. The above value is provisional, the actual Contract Value will be paid by both parties
according to the Settlement and Liquidation Minutes of the Contract with the number of
categories of goods accepted, handed over and approved by the competent authorities of the two
3.3. This price is FOB price in Singapore, including all the expenses, fees, taxes, government
charges, commission, … The client shall not pay any other fees.
3.4. This price is the fixed price and not able to change during the validity of this Agreement.
4. TERMS OF PAYMENT
4.1. unless expressly stated in the Schedule
a. the price for supplies is the maximum price that may be charged under the Agreement
and is inclusive of incidental Costs (excluding GST); and
b. all prices stated are in Singapore dollars and the price is fixed regardless of charges in
4,2 The company may invoice the customer the price payable for the supplies when those
supplies are accepted by the Customer. In accordance with the acceptance procedures set out in
the Schedule. If the client’s obligation to pay any amount would otherwise, but for this clause
fall due on a non-business day, then the date for meeting the payment obligation is extended to
the next business day.
4.3 The company must ensure that the invoice:
a. clearly identifies the company to which it relates;
b. clearly identifies the number of the Purchase Order to which that Invoice relates;
c. itemizes any GST payable on the provision of those supplies; and
d. Is, where applicable, a valid Tax Invoice for GST purposes.
4.4 The client will pay each invoice of the company within thirty (30) days after the end of the
month in which the invoice was received by the client unless:
a. That invoice does not comply with clause 4.3, in which case the company must issue a
complying invoice; or
b. The client disputes the amount of that invoice, in which case the client will pay
undisputed amount and the parties must have resolved the dispute amicably.
4.5 If the company or any of its related corporation owes any amount to the client under the
agreement, the client may:
a. Set off the amount against any amount the client owes to the company under the contract;
b. Invoice the company for that amount, in which case the company, must pay each invoice
within (30) days from the date that the invoice is received by the company
5. FAILURE OR DELAY IN DELIVERY
5.1 if the agreement includes any Due dates, the company acknowledges that time is of the
essence in affecting the delivery of the supplies.
5.2 if the company becomes aware of a potential or actual delay in delivery the company must:
a. Immediately notify the client in writing of the actual or potential delay;
b. Prepare and submit to the client in writing the steps being undertaken to overcome the
delay and, if applicable, a workaround plan; and
c. comply with any workaround plans agreed in writing with the client and all reasonable
request made by the client to prevent or rectify the delay. The client may, in its discretion
agree in writing to extend the Due Date.
5.3 if the company fails to meet a Due Date, without prejudice to the rights and remedies of the
client, the client may at its discretion by notice to the company do the following:
a. impose liquidated damages at the rate of one percent (1%) of the price per week or part
thereof up to a maximum of ten percent (10%) of the price;
b. claim losses for such failure:
c. draw down on the whole or any part of the security deposit (if any);
d. negotiate a variation; and/ or
e. terminate the agreement either in whole or part
6. TERMS AND TERMINATION
6.1 The term of the contract is specified in the schedule unless:
a. It is extended by an agreement between the parties in writing prior to expiry; or
b. It is terminated pursuant to clause 6.2 or 6.3
6.2 the client may terminate the contract in whole or part for convenience by giving the company
a thirty (30) days’ notice without being liable to the company in losses or otherwise.
6 .3 the client may terminate the contract with immediate effect by giving written notice to the
a. Without limiting clause 6.3 (c), the supplier breaches any material provision of this
contract and that breach is not capable of remedy;
b. Without limiting clause 6.3(c), the company breaches any material provision of this
contract that is able to remedied and fails to remedy the breach within thirty (30) days
after receiving written notice requiring to do so;
c. The company breaches part of clause on (confidentiality and privacy) or (warranties)
d. An insolvency event occurs in respect of the company; or
e. The is a charge in control of the company.
6.4 The customer may terminate this Contract by giving written notice of at least thirty (30) days
to the client if an Insolvency Event occurs in respect of the client.
6.5 Termination of this contract does not affect any accrued rights or remedies a party may have
6.6 Regardless of termination or expiration of this contact, the rights and obligations of the
parties under the terms of this contract which by their context, intent and meaning would
reasonably be expected to survive such termination or expiration or any part thereof will so
6.7 The company shall provide prior written notice to the client, specifying the nature of the
change in control of the company, the date on which it will occur and the impact of the
transaction of the company. Such written notice shall be issued not later than three (3) months
prior to the effective date of the change in control of the company. The company agrees to
provide further information regarding the transaction as reasonably requested by the client.
6.8 Upon the expiry or termination of this contract for any reason, all foreground, intellectual
property in the possession of the company must be delivered up to the client within five (5)
business days. Upon the client’s request the company must provide reasonable assistance to
assist the client’s personnel to understand the foregoing intellectual property, including the
transfer of know-how.
7. RIGHTS AND OBLIGATIONS OF THE SUPPLIER
7.1. Rights of the Supplier:
a. Request the client to pay in accordance with the payment terms in the contract.
b. Request the client to compensate for damage compared to the order value if the client
does not purchase goods, which means the client will retain the entire deposit of the order.
c. The Supplier is not responsible for paying any bank fees if the payment is made by wire
d. Other rights stipulated in the contract.
7.2. Obligation of the Supplier:
a. Deliver goods strictly according to commitments in the signed contract terms.
b. Take full responsibility for the legal procedures and records related to the product
content for the client in accordance with the law and competent state agencies.
c. Receive returned goods if the goods fail to meet the requirements due to the Supplier.
d. Ensuring the delivery of the right quantity, quality and goods standards in accordance
with the certificates that the Supplier has provided to Purchaser including CE, FDA …
e. If unilaterally terminate the contract, in any case, the Supplier is obliged to compensate
Purchaser 100% of the contract value.
f. Compensate for damage of 100% of the order value in case of arbitrary sale of the
goods to a third party without the written consent of Purchaser, or the goods are not up to
the quality as committed by the Supplier out.
g. Other obligations under the contract.
8. FAILURE OF PRODUCTS TO MEET THE SPECIFICATIONS
8.1 The client reserves the right at any time, either before or after delivery to the client of
Products, to reject Products that have not been produced, packaged or stored in compliance with
the Specifications or that have any detect, without limiting the generality of the foregoing:
a. The client may reject Products that have been produced and packaged during a
particular production run if samples from that production run do not conform with the
b. The client may reject Products that (i) have been damaged during storage or handling
while under the control of the Supplier or (ii) do not fully meet the Specifications or have
8.2 The client shall not be responsible for payment for any rejected Products. If the Supplier is
unable to replace any rejected Products within a time period acceptable to the client, acting
reasonably, then the client may at its option cancel that part of the applicable Purchase order
relating to the rejected Products. If the client has previously paid the Supplier for Products that
are later rejected and for the freight, handling and other disposition costs or expenses incurred by
the client in connection with the rejected Products and shall receive a credit from the Supplier for
such amount. To the extent such credit exceeds amounts then owing by the client to the Supplier
hereunder, the Supplier shall pay the client such excess within 30 days of receipt by the Supplier
of such invoice.
9. CONFIDENTIALITY AND PRIVACY.
9.1 The Company acknowledges that it may have access to information that is treated as
confidential and proprietary by the Client, its affiliates or, without limitation, the existence and
terms of this Agreement and information pertaining to operations of the Client, (collectively, the
“Confidential Information”). The provider agrees to:
(a) treat all Confidential Information as strictly confidential;
(b) to not disclose Confidential Information or permit it to be disclosed, in whole or part,
to any third party without the prior written consent of the Client in each instance; and
(c) to not use any Confidential Information for any purpose except as required in the
performance of the agreement. The company shall notify the Client immediately in the
event it becomes aware of any loss or disclosure of any Confidential Information or other
breach of its obligations under this clause.
9.2 Confidential Information shall not include information that:
(a) is or becomes generally available to the public other than through the company’s
breach of this Agreement; or
(b) is communicated to the company by a third party that had no confidentiality
obligations with respect to such information.
9.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as
may be required by applicable law or regulation, or pursuant to the valid order of a court of
competent jurisdiction or an authorized government agency, provided that the disclosure does
not exceed the extent of disclosure required by such law, regulation or order. The company
agrees to provide written notice of any such order to an authorized officer of the Client within
twenty-four (24) hours of receiving such order, but in any event sufficiently in advance of
making any disclosure to permit the Client to contest the order or seek confidentiality
protections, as determined in the Client’s sole discretion.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS
10. 1The Supplier represent, warrant and covenant to the client on a continuing basis, waiving all
benefits of division and discussion, that:
a. the Products delivered to the client by the Supplier shall be free and clear of all liens,
encumbrances and rights of others and shall comply with the applicable Specifications;
b. the Products shall be manufactured under secure conditions in accordance with both the
Specifications and any applicable federal, provincial and municipal Singapore’s Law, rules
and regulations, including, without limitation, the Singapore Consumer Packaging and
c. the Supplier shall at all the times conform to good manufacturing guidelines, practices
and standards in manufacturing the Products;
d. the Products shall be of merchantable quality and fit for the purpose for which they are
intended to be used;
e. packaging supplied by the Supplier shall be adequate for normal shipping and storage;
f. in connection with its obligations hereunder, the Supplier shall at all times comply, in
all material respects, with all applicable federal, provincial and municipal Singapore law,
rules and regulations;
g. any labels supplied by the Supplier shall not infringe any patent, trademark, trade name,
copy right, trade secrets or other proprietary rights of any person not a party hereto; and
11. FORCE MAJEURE
11.1 In the case of force majeure preventing or hindering either party from performing or
complying with any of its obligations hereunder, in whole or in part, the party affected may give
written notice to the other containing reasonable particulars of the force majeure in question and
the effect of such force majeure as it relates to the obligations of the affected party hereunder and
such force majeure shall not constitute a default hereunder, provided that the party affected by
the delay makes reasonable efforts to correct the reason for such delay. Such notice whether
given by the client on the one hand or by the Supplier on the other hand shall entitle the client or
the Supplier (as the case may be) to suspend its obligations hereunder during the period of force
majeure. For the purpose of this Agreement, “force majeure” means any of the following events
beyond the control of the parties:
a. lighting, storms, earthquakes, landslides, floods, washouts and other acts of God;
substantial or material fires, explosions, breakages of or accidents to plant, machinery,
equipment and storage; strikes, lockouts or other industrial disturbances of the client or the
Supplier; civil disturbances, sabotage, war, blockades, insurrections, vandalism, riots,
b. inability to obtain supplies necessary to manufacture and package the Products if the
inability is industry wide among manufacturers of products similar to the Products or the
inability to obtain electric power, water, fuel or other utilities, or services necessary to
operate the facilities necessary to manufacture the Products; or
c. any other material event that could reasonably be considered to be force majeure by
reason that it is beyond the control of the party affected; but does not include the inability
or either party to obtain financing or any other financial inability on the part of either party.
d. Upon receipt of such notice by the other party representatives of the client and the
Supplier shall meet to establish plans and procedures to overcome the effects of the force
majeure and the party suffering the force majeure shall use its best efforts to minimize any
adverse effects thereof on the other party.
12.1. Further Assurances
Each of the client and the Supplier shall from time to time execute and deliver all such further
documents and instruments and do all acts and things as the other party may reasonably require
to effectively carry out or better evidence or perfect the full intent and meaning of this
12.2. Public Announcements
No public announcement or press release concerning this Agreement shall be made by the
Supplier or the Witness without the prior consent and joint approval of the client unless
otherwise required by applicable securities Singapore’s Law and then only to the extent
necessary to comply therewith.
12.3. Benefit of the Agreement
This Agreement shall ensure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties hereto.
12.4. Entire Agreement
This Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and cancels and supersedes any prior understandings and agreements
between the parties hereto with respect thereto. There are no representations, warranties, terms,
conditions, undertakings or collateral agreements, express, implied or statutory, between the
parties other than as expressly set forth in this Agreement.
12.5. Amendments and Waiver
No modification of or amendment to this Agreement is valid or binding unless set forth in
writing and duly executed by both of the parties hereto and no waiver of any breach of any term
or provision of this Agreement is effective or binding unless made in writing and signed by the
party purporting to give the same and, unless otherwise provided, is limited to the specific breach
Other than to a Singapore Affiliate of the Supplier, the Supplier may assign not this Agreement
without the prior written consent of the client, which consent may be unreasonably withheld, and
any assignment without such prior written consent shall be null and void and unopposable to the
client. Any assignment to an Affiliate of either party shall be permitted only if the assignor
remain solidarity hereunder with assignee.
Any demand, notice or other communication to be given in connection with this Agreement must
be given in writing and must be given by personal delivery, by registered mail or by electronic
means of communication addressed to the recipient.
Or to such other address, individual or electronic communication number as may be designated
by notice given by either party to the other.
Any demand, notice or other communication given by personal delivery shall be conclusively
deemed to have been given on the day of actual delivery thereof and, if given by registered mail,
on the 03 Business Days following the deposit thereof in the mail and, if given by electronic
communication, on the day of transmittal thereof if given during the normal business hours of the
recipient and on the Business Day during which such normal business hours next occur if not
given during such hours on any day. If the party giving any demand, notice or other
communication knows or ought reasonably to know of any difficulties with the postal system
which might affect the delivery of mail, any such demand, notice or other communication must
not be mailed but must be given by personal delivery or by electronic communication.
12.8. Governing Law
This Agreement is governed by and construed in accordance with the Singapore’s Law.
12.9. Legal Relationship
The legal relationship of the Supplier and the client to each other provided for herein shall be
that of independent contractors, and neither party shall be the agent or legal representative of the
other for any purpose. Neither party shall have the right or authority to bind or obligate the other
to any third party for any purpose whatsoever.
If any provision of this Agreement is determined to be unenforceable, such unenforceability shall
attach only to such provision thereof and the remaining provisions hereof shall continue in full
force and effect.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the
date indicated above.
THE CLIENT THE COMPANY
Authorized signature Authorized signature
Print Name and Title Print Name and Title
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