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Exclusive Purchasing Agreement
"I need an Exclusive Purchasing Agreement governed by Swiss law for a pharmaceutical manufacturing company that will be the exclusive purchaser of raw materials from a Swiss supplier, with minimum purchase commitments and quality control requirements starting from March 2025."
1. Parties: Identification and details of the supplier and purchaser, including registered addresses and company details
2. Background: Context of the agreement, existing relationship between parties, and purpose of the exclusive purchasing arrangement
3. Definitions: Defined terms used throughout the agreement, including Products, Territory, and Exclusivity Period
4. Scope of Exclusivity: Clear definition of the exclusive purchasing obligation and territorial scope
5. Purchase Obligations: Minimum purchase commitments, forecasting requirements, and ordering procedures
6. Pricing and Payment Terms: Product pricing structure, payment terms, invoicing procedures, and price adjustment mechanisms
7. Delivery and Acceptance: Delivery terms, Incoterms, inspection rights, and acceptance procedures
8. Quality Requirements: Product specifications, quality standards, and compliance requirements
9. Term and Termination: Duration of agreement, renewal provisions, and termination rights
10. Consequences of Termination: Post-termination obligations, handling of outstanding orders, and wind-down provisions
11. Representations and Warranties: Standard and specific warranties regarding products, capacity, and authority
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. Force Majeure: Events excusing performance and related procedures
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Jurisdiction: Swiss law application and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Change Control: Procedures for changing product specifications or commercial terms - include when dealing with technical products or evolving specifications
2. Marketing and Promotion: Marketing obligations and restrictions - relevant when purchaser has responsibilities for market development
3. Customer Support: Support obligations - include when products require ongoing technical support
4. Compliance with Laws: Specific regulatory compliance obligations - include when products are regulated or require special permits
5. Product Development: Future product development and collaboration - include when parties anticipate product evolution
6. Exit Rights: Special termination rights and change of control provisions - include for long-term strategic relationships
7. Non-Competition: Additional competitive restrictions - include when broader market protection is required
8. Sustainability Requirements: Environmental and social responsibility obligations - include when relevant to product or corporate policies
1. Product Specifications: Detailed technical specifications and quality standards for each product
2. Pricing Schedule: Detailed pricing information, including volume discounts and price adjustment mechanisms
3. Minimum Purchase Quantities: Annual or periodic minimum purchase commitments
4. Territory Definition: Detailed description of geographical territory and any excluded areas
5. Service Levels: Specific performance metrics and service level requirements
6. Quality Control Procedures: Detailed quality control and testing procedures
7. Approved Subcontractors: List of approved manufacturers or subcontractors if relevant
8. Form of Purchase Order: Standard form of purchase order and order procedures
Authors
Manufacturing
Retail
Automotive
Electronics
Pharmaceuticals
Food and Beverage
Industrial Equipment
Chemical
Consumer Goods
Technology
Energy
Raw Materials
Medical Devices
Telecommunications
Legal
Procurement
Supply Chain
Commercial
Operations
Quality Assurance
Finance
Compliance
Business Development
Risk Management
Procurement Manager
Supply Chain Director
Commercial Director
Chief Procurement Officer
Purchasing Manager
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Quality Assurance Manager
Commercial Manager
Category Manager
Strategic Sourcing Manager
Supply Chain Manager
Chief Operating Officer
General Counsel
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