Toll Manufacturing Agreement Form

TOLL MANUFACTURING AGREEMENT

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Agreement Context
TOLL MANUFACTURING AGREEMENT
The parties agree as follows:

1. Toll Manufacturing/White Labelling:  Company shall retain Manufacturer for the production of PAINT MANUFACTURING (the "Products") in accordance with the specifications laid out in this agreement. Company will make all reasonable efforts to provide clear and unambiguous Instructions, documentation, and product specifications to the Manufacturer. Manufacturer must manufacture the Products in accordance with this Agreement, in compliance with applicable laws and regulations, and using generally accepted industry practice.

2. Brand Creation and Packaging: The Manufacturer agrees to help the Company in the creation of its own brand limited solely to the products being manufactured under this agreement by the Manufacturer, including the management of designs and the packaging of branded containers and manufacturing of the product. This assistance encompasses all aspects necessary for establishing the Company’s brand identity limited to the products being manufactured under this Agreement and ensuring the proper packaging of products under that brand. However, if the Company fails to take possession of the branded containers and the products within 45 days (time period) agreed upon by both parties, the Manufacturer reserves the right to take further action regarding the products. Specifically, the Manufacturer will issue a formal notice to the Company requesting payment and the collection of the containers. If the Company does not respond or fails to comply with the notice by making the required payment and collecting the products within the timeframe specified in the notice, the Manufacturer shall proceed to sell the products as outlined in the agreement. This clause ensures that the Manufacturer is not left with unsold inventory due to the Company’s failure to act within the agreed timelines.

3.Supply of Materials: Except as otherwise agreed, the Company shall supply or arrange for the supply of all raw materials necessary for the production of the Products. The Company’s prescribed specifications will be duly communicated to the Manufacturer, and all materials shall be customized in accordance with those specifications.

4. Product Liability: Once the products have been dispatched from the factory premises (warehouse), all liability for the products shall transfer to the Company. The Manufacturer shall bear no responsibility or liability for the product in any manner whatsoever.

5. Purchase Orders:
         The company shall submit orders for the Products by submitting a purchase order to the Manufacturer the Purchase Order detailing the number of units of the Products to be produced and the date of delivery Supplier will be entitled to produce no more than the number of units of the Products shown on the Purchase Order Manufacturer must acknowledge receipt of any Purchase Orders.  
       Orders placed by the Company may be communicated through various means, including email, telephone, written correspondence, or verbal communication, and will be deemed official. Verbal orders will be accepted in good faith, and both parties agree to abide by them. If necessary, the Manufacturer will generate a Proforma Invoice (PI) to formalize the order.

6. Grant of License: The company grants to Manufacturer a Limited, non-transferrable and nonexclusive License to use any intellectual property necessary for the purpose of manufacturing the said product during the term of this Agreement Nothing in this Agreement shall give the Manufacturer any right, title or interest in such intellectual property. 

7. Ownership of Products: The Company retains all rights to the Products produced by the Manufacturer. However, in the event that the Company ceases to conduct further business with the Manufacturer or fails to make the necessary payments as agreed, the Manufacturer shall have full rights over those Products. In such cases, the Manufacturer is entitled to take ownership of the Products and has the complete right to sell them at their discretion.

8. Payment: The manufacturer will be paid in advance as per unit of Product produced under this Agreement Payment will be made in advance format with the purchase order well in advance seven (7) days from the date the Products will be delivered. 

9. Shipments: The Products will be delivered by the Manufacturer to the Company at the following address or in accordance with the agreed upon terms and delivery schedule in the Purchase Order. The Products will be suitably packaged in accordance with the requirement mentioned and the company will pay for all freight, insurance and other shipping expenses. Title and risk of loss will puss to Company upon delivery of the Products, Manufacturer will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify Company of any anticipated delays. 

10. Product Acceptance: The Products produced by the Manufacturer will be inspected and tested by the Company within the manufacturer’s premises three (3) days prior to delivery, if the Products do not comply with the specifications and/or Purchase Order, the Company has the right to reject the non-conforming Products. Products not rejected within three (3) days of prior to dispatch/delivery will be deemed to be accepted by Company.

11. Quality Approval: The Company is solely responsible for reviewing and approving the quality of the products before delivery. Once the products are approved, no returns or rejections will be accepted. It is the Company's obligation to ensure that the products meet their standards at the time of approval.

12. Term: This Agreement commences on the Effective Date and will remain in effect for five (5) years. This Agreement will automatically terminate, unless the parties have mutually agreed in writing to renew it for an additional term.

13. Termination: Company and Manufacturer may at any time by mutual consent decide to terminate this Agreement pursuant to written and delivered notice to the other party, Company may terminate Manufacturer's rights to produce the Products for any reason on ninety (90) days written notice of termination. Manufacturer retains the right to terminate its obligations at any time to produce the Products. This Agreement also may be terminated automatically, without notice: -
     1. Upon the institution by or against the Company and Manufacturer of any insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts,  
     2. Upon Company's or Manufacturer's making an assignment for the benefit of creditors, or 
     3. Upon Company's or Manufacturer's dissolution. 

14. Default: If either party should fail to perform its respective obligations under the terms of this Agreement, the other party will notify of the party that it is presumed to be in default and give reasonable recourse to cure the stated issue. The defaulting party will have the opportunity to cure the default within thirty (30) days of notice by the other party. In the event of failure to cure a breach or default within the stipulated time, the other party will have the right to terminate this Agreement immediately. 

15. Effect of Termination: Upon the termination of this Agreement, the rights and licenses granted to Manufacturer pursuant to this Agreement, including but without limitation to the right to use the intellectual property and manufacturing of the Products, will automatically terminate. All payments owing from Company to Manufacturer, or refunds due from Manufacturer, will become immediately due and payable, and legally enforceable, upon termination. Manufacturer will not make or retain any copies or samples of any confidential items or information which may have been entrusted to it. 

16. Confidentiality: In the course of producing the Products, each party may be exposed to confidential and proprietary information of the other party, including designs, drawings, materials, manufacturing specifications, trade secrets, business and financial information and other confidential information (the "Confidential Information”). The manufacturer will keep confidential all Confidential Information of the Company including details of the manufacturing of the Products, and will manufacture the Products in accordance with strict security procedures. During the term of this Agreement, each party will refrain from disclosing any Confidential Information of the other party, except for the strict purposes or activities specifically authorized in this Agreement or if required by law. Each party will use all reasonable efforts to maintain the privacy of the Confidential Information in its possession or control. 

17. Prohibited Acts: Neither Manufacturer, nor any agent, representative, affiliate, or subcontractor of Manufacturer, will have the right to copy, manufacture or distribute the Products without the express prior written approval of Company.

18. Limitation of Liability: In no event will either party be liable for costs, expenses, or damages in connection with this Agreement in excess of actual costs, expenses, damages, or provable and actual lost revenue.

19. Force Majeure: Neither party will be liable for the costs or expenses arising from any failure of delay in the performance of this Agreement that is due and attributable to causes beyond the control of either party, including but not limited to acts of God, weather, war, civil unrest, strikes, lockouts, destruction of production facilities, riots, insurrection, terrorist attacks, government regulatory actions, acts or decrees of governmental or military bodies, fire, casualty, flood, earthquake, or any other force majeure event. provided that the party has used commercially reasonable efforts to mitigate the effects of the cause. The Manufacturer will not be liable for any delays in the normal production or interruption in the workflow process caused by changes to the specifications by. 

20. Existing Litigations: Manufacturer shall not be held responsible for any pre-existing litigations or legal disputes the Company may have with any governmental body or other parties. Such issues and disputes shall remain the sole responsibility of the Company to resolve.

21. Amendments: This Agreement may not be modified or amended except by a written agreement signed by all of the parties.

22. Notices: Any notice or communication under this Agreement must be in writing and sent via personal delivery, overnight courier service, or certified or registered mail, postage prepaid, return receipt requested and addressed to the address stated to ________________________________________________________________________________________________________________________________________(address) as that party may subsequently designate by notice and shall be deemed given on the date of delivery. 

23. No Waiver: No party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly made and in writing. Waiver by any party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation. 

24. Assignment: The parties agree that their rights and obligations under this Agreement may not be transferred or assigned without the prior written consent of both the parties. Manufacturer may assign its rights and obligations under this Agreement without the Company’s consent. 

25. Successors and Assigns: This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the applicable law in Pune, India. 

26. Governing Law: This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the law.

27. Disputes: Any dispute arising from this Agreement shall be subject to Courts in PUNE, Maharashtra.

28. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included in this Agreement

29. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

30. Headings: The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement

31. Entire Agreement: This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements.
IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.
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