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Master Sales Agreement
1. Parties: Identification of the contracting parties, including full legal names, company registration numbers, and addresses
2. Background: Context of the agreement, business relationship, and purpose of the master agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overall scope of the master agreement and its application to individual sales transactions
5. Ordering Process: Procedures for placing and accepting orders under the master agreement
6. Delivery Terms: Standard delivery terms, including timing, location, and Incoterms
7. Prices and Payment: Pricing mechanisms, payment terms, invoicing procedures, and late payment consequences
8. Quality and Specifications: Quality requirements, specifications, and compliance standards for products
9. Warranty: Warranty terms, duration, and claim procedures
10. Liability and Indemnification: Limitations of liability, indemnification obligations, and risk allocation
11. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
12. Confidentiality: Protection of confidential information exchanged between parties
13. Force Majeure: Events excusing performance and procedures for handling force majeure situations
14. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including assignment, severability, and entire agreement
1. Intellectual Property Rights: Required when IP rights are relevant to the sales relationship, such as branded products or licensed technology
2. Data Protection: Required when personal data processing is involved in the sales relationship
3. Insurance: Relevant when specific insurance requirements need to be maintained by either party
4. Compliance with Laws: Important when dealing with regulated products or markets
5. Environmental Requirements: Relevant for products with environmental impact or sustainability requirements
6. Security Requirements: Needed when products or services involve security-sensitive elements
7. Service Level Agreement: Required when the sales include service components or performance metrics
8. Supply Chain Requirements: Important when specific supply chain obligations or certifications are needed
1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Specific service levels and performance metrics if applicable
4. Schedule 4 - Order Form Template: Standard form for placing orders under the master agreement
5. Schedule 5 - Key Contacts: List of key contacts and escalation procedures
6. Schedule 6 - Special Terms for Specific Products: Any special terms applying to specific product categories
7. Schedule 7 - Compliance Requirements: Specific compliance requirements and certifications
8. Schedule 8 - Territory and Exclusivity Terms: Definition of territory and any exclusivity arrangements
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