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Master Sale Agreement
"I need a Master Sale Agreement under Swiss law for my technology manufacturing company to supply hardware components to multiple European distributors, with specific provisions for quality control and minimum order quantities, planned to take effect from March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and commercial relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overview of the master agreement's coverage and its relationship to individual sales orders
5. Ordering Process: Procedures for placing and accepting orders under the master agreement
6. Prices and Payment Terms: Pricing mechanisms, payment terms, invoicing procedures, and currency provisions
7. Delivery and Risk: Delivery terms, transfer of risk, and Incoterms (if applicable)
8. Quality and Inspection: Quality standards, inspection rights, and acceptance procedures
9. Warranties: Product warranties and quality guarantees
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Term and Termination: Duration of the agreement and termination provisions
12. Confidentiality: Protection of confidential information exchanged between parties
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Required when the sales involve products with significant IP components or branded goods
2. Compliance with Laws: Detailed section needed when dealing with regulated products or cross-border sales
3. Data Protection: Required when personal data processing is involved in the sales relationship
4. Insurance: Needed for high-value goods or when specific insurance requirements exist
5. Environmental Compliance: Required for products with environmental implications or hazardous materials
6. Quality Management System: Required for industries with specific quality certification requirements
7. Minimum Purchase Commitments: Optional section for agreements requiring minimum order quantities
8. Product Development: Required when parties collaborate on product modifications or developments
9. Export Control: Required for international sales or controlled goods
1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements if applicable
4. Schedule 4 - Territory Definition: Geographic scope of the sales agreement if territorially limited
5. Schedule 5 - Order Form Template: Standard form for individual purchase orders under the master agreement
6. Schedule 6 - Quality Standards: Detailed quality requirements and testing procedures
7. Schedule 7 - Authorized Representatives: List of personnel authorized to place and accept orders
8. Appendix A - Technical Documentation: Required technical documentation for products
9. Appendix B - Compliance Certificates: Relevant compliance certificates and regulatory approvals
Authors
Manufacturing
Retail
Wholesale
Consumer Goods
Industrial Equipment
Technology
Pharmaceuticals
Chemical Industry
Food and Beverage
Automotive
Electronics
Medical Devices
Luxury Goods
Raw Materials
Engineering
Legal
Procurement
Sales
Commercial Operations
Supply Chain
Business Development
Risk Management
Compliance
Finance
Operations
Chief Commercial Officer
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Supply Chain Manager
Commercial Director
Chief Operations Officer
Purchasing Manager
Business Development Manager
General Counsel
Sales Operations Manager
Commercial Operations Manager
Risk Manager
Compliance Officer
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