# WHITE LABEL SUPPLY AND LICENCE AGREEMENT
## Worked fictional document and important note
This fictional unsigned specimen is not a product-safety certificate, regulatory approval or assurance of availability. Before signing, the Parties should check consumer law, product labelling, cosmetics or chemical rules where relevant, insurance, VAT, competition law, trademark registrations and manufacturing audits.
Date: 1 March 2027
Parties: Greenfield Homecare Limited, company number 07771221, of 2 Willow Lane, Reading RG1 8QX (“Brand Owner”); and Oak & Tide Manufacturing Limited, company number 06554432, of 40 Foundry Road, Coventry CV1 2AB (“Manufacturer”).
## 1. Appointment and products
The Brand Owner appoints the Manufacturer on a non-exclusive basis to manufacture and pack the products in Schedule 1 under the Brand Owner’s “Greenfield Home” marks. The Manufacturer accepts the appointment for the United Kingdom and Ireland from 1 April 2027 to 31 March 2030. This Agreement does not require the Brand Owner to buy a minimum quantity or the Manufacturer to accept an order without capacity confirmation.
Products must be made only to the written specification, approved artwork and approved sample. The Manufacturer must not change ingredients, materials, factory, subcontractor, packaging, country of origin or process without 60 days’ prior written notice and the Brand Owner’s written approval. Approval does not relieve the Manufacturer of its legal or contractual responsibility.
## 2. Forecasts, orders and delivery
The Brand Owner will provide a non-binding rolling forecast each month. A purchase order becomes binding only when the Manufacturer confirms it in writing. For the first quarter, the forecast is 2,000 units in April, 2,500 in May and 3,000 in June 2027. Each carton contains 10 units. Confirmed orders are delivered to the Brand Owner’s Reading warehouse, carriage paid, within 21 days after confirmation.
Risk passes on delivery and title passes when the relevant invoice is paid, but the Manufacturer must insure goods in its custody. The Brand Owner must inspect within 10 Business Days and notify visible shortages or damage. Latent defects may be notified within 10 Business Days after discovery. Delivery is not accepted merely because an inspection period ends.
## 3. Price and payment
The unit price is £4.80 excluding VAT for the 500 ml refill bottle and £7.20 excluding VAT for the 1 litre concentrate. Thus the April forecast of 2,000 refill bottles has a product value of £9,600; if all 2,000 are ordered, VAT at the illustrative 20 per cent rate is £1,920 and the invoice total is £11,520. The Brand Owner pays valid invoices within 30 days. Prices may be reviewed each 1 April by written agreement; no unilateral increase is effective.
The Manufacturer may not charge tooling, storage, rush or testing fees unless a purchase order or signed change note states them. If 100 refill bottles are rejected for a confirmed defect, the credit is 100 x £4.80 = £480 excluding VAT, and the Manufacturer must replace them or refund that amount. Credits do not remove the right to claim additional recoverable loss caused by breach.
## 4. Quality, compliance and inspection
The Manufacturer must maintain a documented quality system, batch records, traceability from raw material to customer, calibrated equipment and competent staff. Every batch must be tested against the specification and accompanied by a certificate of conformity. It must comply with applicable product, packaging, environmental, employment, modern slavery, consumer and health and safety law, and must not use forced or child labour.
The Brand Owner may audit the facility once yearly on 10 Business Days’ notice and immediately after a serious quality or safety incident. The Manufacturer must preserve records for seven years and give reasonable access to regulators. A failed audit must be remedied within 20 Business Days or sooner where safety requires.
## 5. Recall and non-conforming goods
A Party must notify the other within 24 hours of a suspected safety defect, regulatory notice, contamination, counterfeit or material breach of traceability. The Brand Owner controls customer communications and any recall, after consulting the Manufacturer where practicable. The Manufacturer must quarantine stock, identify affected batches and provide records within two Business Days.
The Manufacturer pays reasonable recall, replacement, transport, disposal and customer-notification costs to the extent caused by its breach, negligence or non-conforming goods. The Brand Owner pays those costs to the extent caused solely by its unauthorised artwork or instructions. Both Parties will cooperate with an authority and preserve evidence.
## 6. Brands, packaging and intellectual property
The Brand Owner owns the Greenfield Home marks, artwork, specifications, customer list and marketing copy supplied by it. It grants the Manufacturer a limited, non-transferable licence to use them only to make and pack confirmed orders during the term. The Manufacturer owns its pre-existing manufacturing know-how and tooling, but may not use the Brand Owner’s confidential formulation or artwork for another customer.
The Manufacturer warrants that its manufacturing process and supplied materials do not knowingly infringe a third party’s rights. The Brand Owner warrants that its supplied marks and artwork may lawfully be used for the Products. Neither Party may register, challenge or alter the other’s marks. All packaging must identify the legally required responsible business and batch information.
## 7. Confidentiality, data and online sales
Confidential information includes prices, forecasts, formulations, customer information, test results and business plans. It may be disclosed only to personnel and advisers who need to know and are bound by confidentiality duties, or where law requires. The duty lasts five years after expiry and indefinitely for trade secrets. Personal data must be handled under UK GDPR and the Data Protection Act 2018; the Parties will sign processor terms if required.
The Brand Owner may sell Products through its website and approved retailers. The Manufacturer must not sell branded Products, seconds or overruns to the public, marketplace sellers or another distributor, and must refer suspected counterfeit listings to the Brand Owner. Nothing restricts sales of genuinely unbranded goods made without the Brand Owner’s confidential information.
## 8. Warranties, indemnity and liability
The Manufacturer warrants that Products conform to the specification, are of satisfactory quality and fit for any purpose expressly agreed in writing, are properly packed and comply with law. The Brand Owner warrants that its instructions and claims are accurate and legally reviewed. The Manufacturer indemnifies the Brand Owner for third-party claims caused by defective Products, its infringement or its legal breach; the Brand Owner indemnifies for claims caused solely by supplied artwork or unauthorised claims.
Except for fraud, death or personal injury caused by negligence, title, confidentiality, data protection, IP infringement, product-safety indemnities and liability that cannot lawfully be limited, total liability is capped at £1,000,000 or twice the fees paid in the preceding 12 months, whichever is higher. Neither Party is liable for indirect loss or lost profit, except that this exclusion does not apply to recall costs or unpaid invoices.
## 9. Termination and general terms
Either Party may terminate on 90 days’ notice after the first year. Immediate termination is allowed for insolvency, repeated late delivery, an unremedied material breach after 20 Business Days, or a safety event that cannot be contained. The Manufacturer must complete confirmed orders unless the Brand Owner directs otherwise, return materials and stop using the marks. Existing warranties, confidentiality, payment, recall, audit and dispute clauses survive.
Notices may be served in writing by hand at, or sent by signed-for post to, the relevant Party’s registered office stated above, or sent by email to an email address that Party has notified in writing for notices. Hand delivery is effective on delivery; signed-for post is effective on recorded delivery or, if earlier, at 9.00 am on the second Business Day after posting; and email is received when no failure message is received before 5.00 pm on a Business Day. The Agreement is the entire agreement, may be varied only in signed writing, and may not be assigned without consent except to a group company or purchaser of the relevant business. The law of England and Wales applies and the courts of England and Wales have exclusive jurisdiction.
Schedule 1 — products: 500 ml Greenfield Home Citrus Surface Refill at £4.80 per unit, and 1 litre Greenfield Home Concentrate at £7.20 per unit. Initial approved batch size is 500 units; shelf life is 24 months from manufacture; delivery tolerance is plus or minus 2 per cent only where agreed in the purchase order.
For Greenfield Homecare Limited: Maya Singh, Managing Director — Signature: __________________ Date: __________
For Oak & Tide Manufacturing Limited: Lewis Carter, Director — Signature: __________________ Date: __________