Supply, tooling and export: the contracts that hold a factory together
Nextica Law & Tax negotiates and drafts an industrial company's contracts: supply and contract-manufacturing agreements, with raw-material price revision clauses, minimum volumes and ownership of tooling and moulds; international sales under Incoterms and the Vienna Convention, and your own general terms of sale so you can export without signing the buyer's; exclusive distribution and long-term supply; and the allocation of liability for defective products and market recalls under Regulation (EU) 2023/988 on general product safety.
It depends on two customers and one supplier, and the general terms it signs are always the other party's.
What's included
1. Reviewing the contracts that hold the plant together
who the customer you depend on is and on what terms they are served today.
2. Drafting the supply or contract-manufacturing agreement with minimum volumes, lead times, penalties and the raw-material price revision clause.
3. A separate tooling agreement
who pays for the tooling, who owns it, who may use it and how it is removed on the day of the break-up.
4. Your own general terms of sale for export, with Incoterms chosen deliberately and the international sales framework.
5. Allocating product liability and a market recall protocol before you need one.
6. Distribution and long-term supply contracts with their exclusivity, notice and exit regime.
7. An annual exposure review
what share of turnover depends on a contract that is expiring and on what terms it renews.
TWO CUSTOMERS, ONE SUPPLIER AND THE OTHER PARTY'S TERMS
Customer concentration is the manufacturer's structural risk, and it always materialises through the contract.
Fixed-price supply with no revision clause
a clause saying the parties will negotiate in good faith is not a revision, it is a promise to meet. In a three-year contract, the rise in steel or energy is absorbed entirely by the manufacturer.
Tooling paid for by the customer and kept at the plant —or the other way round— with no agreement saying who owns it: the argument arrives on the very day one party wants to change supplier, which is the worst moment to have it.
A serial product defect with no contractual allocation of liability and no recall protocol: the safety obligation reaches the whole chain, and without batch traceability the recall covers all the stock instead of the affected batch.
Regulation (EU) 2023/988 on general product safetyFrequently asked questions
I paid for the mould but it sits at my supplier's plant. Who owns it?
Whoever the contract says, and if the contract is silent the argument starts on the very day you want to change supplier. A proper tooling agreement separates three things that usually travel together and are not the same: who pays for the tooling, who owns it, and who may use it and for which customers. And it adds what really matters on the day of the break-up: the right to remove it, the deadline to hand it over, in what condition and with what technical documentation, and what happens to spare parts in the meantime.
What is a raw-material price revision clause and why do I need one?
It is what lets you pass changes in steel, aluminium, polymer or energy through to the price without renegotiating the whole contract. To work it has to be automatic and objective: a named reference index or quotation, a frequency, a threshold above which it applies, and a cap if there is one. A clause saying 'the parties shall negotiate in good faith' is not a revision clause: it is a promise to meet, and in a three-year fixed-price supply contract the manufacturer absorbs the whole increase.
Cases we have worked on
- industria
Reestructuración de un grupo familiar sin conflicto
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