Procurement Contract
Parties Involved

Supplier: TechPro Manufacturing, Inc., 4567 Innovation Lane, San Francisco, CA, USA.
Buyer: Zenith Enterprises, 1234 Market Street, New York, NY, USA.

Contract Number: PCT-23847-ZE
Effective Date: October 10, 2024
Expiry Date: October 10, 2025
1. Scope of Work
TechPro Manufacturing, Inc. agrees to supply Zenith Enterprises with the following products and services:

Products: Custom-built circuit boards (Model: CB-X100), electronic sensors (Model: SENS-Y200), power distribution modules, and related hardware.
Services: Assembly, packaging, quality testing, and product certification in compliance with ISO 9001 standards.

Delivery Schedule:

Initial delivery of 500 units (Model: CB-X100) by November 20, 2024.
Monthly deliveries of 1000 units for each product category, with the final batch delivered by March 2025.
All deliveries will be made to the buyer’s warehouse in New York.

2. Payment Terms

The total contract value is $2,500,000.
Payment Schedule:

30% advance payment upon signing of the contract.
40% upon delivery of the first batch.
20% upon delivery of the final batch.
10% held as a retention amount, payable after a successful quality inspection.



Late Payments: Payments delayed beyond 30 days from the due date will incur a 1.5% monthly interest charge on the overdue amount.
3. Quality Standards

All products supplied must comply with ISO 9001 and ISO 14001 standards.
Pre-shipment inspections will be conducted by the supplier and verified by the buyer’s quality assurance team upon delivery.
Products that do not meet the specifications will be subject to replacement at the supplier's cost.

4. Confidentiality
Both parties agree to uphold strict confidentiality regarding all information shared during the execution of this contract. Confidential details include:

Product designs, specifications, and development methodologies.
Commercial terms, including pricing and discounts.
Any other proprietary information shared between the parties.

Non-Disclosure Agreement: Both parties have signed an NDA that remains in effect for 5 years post-contract expiry.
5. Compliance Requirements
The supplier agrees to:

Adhere to all local, state, and federal regulations governing procurement, manufacturing, and labor practices.
Maintain compliance with international environmental standards (ISO 14001) and labor standards (ILO conventions).
Provide certifications and documents verifying compliance as requested by the buyer.

Failure to comply may result in contract termination and legal action, as well as compensation for any damages incurred.
6. Dispute Resolution
Disputes arising from this contract will be resolved through arbitration under the American Arbitration Association (AAA). The place of arbitration shall be New York, and the language of arbitration shall be English.
7. Warranty and Liability

The supplier provides a 24-month warranty for all products, covering manufacturing defects and component failures.
Warranty claims must be addressed within 15 business days.
The supplier’s liability is limited to the total contract value. Indirect, consequential, or special damages are excluded.

8. Termination Clause
Zenith Enterprises reserves the right to terminate the contract under the following conditions:

Failure of the supplier to deliver products as per the agreed schedule.
Non-compliance with the quality and regulatory standards specified.
Breach of confidentiality obligations.

Termination will be effective upon written notice and will include the recovery of any advance payments.
9. Force Majeure
Neither party shall be held liable for any failure or delay in performance due to acts of God, natural disasters, war, terrorism, government regulations, or any other circumstances beyond their control.
10. Continuous Improvement Clause
The supplier commits to participating in quarterly review sessions aimed at improving product quality and operational efficiency. Feedback from these sessions will be used to update processes and address recurring issues.
11. Miscellaneous Provisions

This contract is governed by the laws of the State of New York, USA.
All modifications to the contract must be made in writing and signed by authorized representatives of both parties.

Signatures

Supplier Representative: John Macckathy, CEO, TechPro Manufacturing, Inc.
Buyer Representative: Jane Auston, Procurement Manager, Zenith Enterprises

Zenith Enterprises Procurement Policies
1. Compliance with Regulations
All suppliers must comply with local, state, and federal laws, including:

ISO 9001 for quality management systems.
ISO 14001 for environmental management systems.
Adherence to labor standards under the Fair Labor Standards Act (FLSA) and International Labour Organization (ILO) conventions.

Suppliers are required to submit annual compliance certificates and participate in scheduled audits to verify adherence.
2. Payment and Invoicing
Suppliers must:

Submit electronic invoices within 10 business days following product delivery.
Accept payments via our electronic procurement system, ensuring alignment with the net 30 payment term.
Agree to an interest rate cap of 1% per month on late payments.

3. Quality Assurance
Our quality assurance (QA) program requires suppliers to:

Submit product samples for approval before mass production.
Adhere to our Approved Vendor List (AVL) criteria, which specifies material quality, product design, and manufacturing processes.
Participate in pre-shipment inspections and post-delivery audits to ensure compliance with specifications.

Any product failing these inspections must be replaced at the supplier's expense.
4. Environmental and Sustainability Requirements
Suppliers are expected to:

Implement measures to reduce carbon emissions by 25% over the next 5 years.
Comply with ISO 14001 and submit annual sustainability reports outlining their progress.

5. Confidentiality and Data Protection
Suppliers must sign a non-disclosure agreement (NDA) to protect proprietary information shared during contract execution. Breaches will result in legal action and may include contract termination.
6. Dispute Resolution
All disputes must be resolved through arbitration under the rules of the American Arbitration Association (AAA). The venue for arbitration is New York, and proceedings will be conducted in English.
7. Termination Policy
Zenith Enterprises reserves the right to terminate contracts with suppliers who:

Fail to comply with compliance audits.
Repeatedly fail quality checks or violate delivery timelines.
Breach confidentiality agreements.

Termination will be executed after due notice, and suppliers will be required to compensate for any incurred losses.