The Master Supply Agreement is designed for businesses seeking to establish a long-term supply relationship under Irish law. It is particularly suitable for companies requiring a structured framework for regular ordering of goods or services, whether in a domestic Irish context or as part of international operations with an Irish nexus. The agreement encompasses all essential elements of the supply relationship, including commercial terms, operational procedures, risk allocation, and compliance requirements. It serves as the primary contract governing the relationship, with individual orders being placed under its framework. The document is crafted to comply with Irish commercial law, including the Sale of Goods Acts and relevant EU regulations, while providing flexibility to accommodate specific business needs through schedules and appendices. This type of agreement is typically used when parties anticipate an ongoing relationship rather than a one-off transaction, and where they need a comprehensive framework to govern multiple future orders.
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1. Parties: Identification of the supplier and customer, including registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Supply Obligations: Core obligations of the supplier, including quality standards, delivery requirements, and performance metrics
5. Ordering Process: Procedures for placing, accepting, and fulfilling orders
6. Pricing and Payment: Price determination, payment terms, invoicing procedures, and pricing review mechanisms
7. Delivery and Acceptance: Terms regarding delivery, inspection, acceptance criteria, and rejection procedures
8. Title and Risk: Transfer of ownership and risk in the goods
9. Warranties and Quality: Supplier's warranties regarding goods/services and quality assurance requirements
10. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
11. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
12. Confidentiality: Protection of confidential information exchanged between parties
13. Force Majeure: Provisions dealing with events beyond parties' reasonable control
14. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Intellectual Property Rights: Include when supply involves software, technology, or branded products
2. Data Protection: Required when personal data processing is involved in the supply relationship
3. Compliance with Laws: Detailed compliance obligations for heavily regulated industries
4. Environmental Requirements: Include for supplies involving environmental considerations or hazardous materials
5. Business Continuity: Important for critical supplies or when customer requires specific business continuity guarantees
6. Change Control: Include when frequent changes to specifications or services are anticipated
7. Service Levels: Required when agreement includes service components with specific performance requirements
8. Staff and Key Personnel: Include when specific supplier personnel are crucial to the supply relationship
9. Anti-Bribery and Corruption: Important for international supply relationships or public sector customers
10. Import/Export Controls: Required for international supply arrangements
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Performance metrics, measurement methods, and related service credits
4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement
5. Schedule 5 - Technical Requirements: Detailed technical specifications and standards
6. Schedule 6 - Locations: Delivery locations and any location-specific requirements
7. Schedule 7 - Key Contacts: Contact details for key personnel from both parties
8. Schedule 8 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
9. Schedule 9 - Business Continuity Plan: Details of business continuity and disaster recovery procedures
10. Schedule 10 - Change Control Procedure: Process for managing changes to specifications or services
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Pharmaceuticals
Food and Beverage
Automotive
Electronics
Construction
Chemical
Consumer Goods
Industrial Equipment
Healthcare
Energy
Telecommunications
Agricultural Products
Relevant Teams
Legal
Procurement
Supply Chain
Operations
Finance
Compliance
Risk Management
Commercial
Business Development
Vendor Management
Relevant Roles
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Operations Director
Chief Financial Officer
Purchasing Officer
Vendor Manager
Business Development Manager
Risk Manager
Compliance Officer
Supply Chain Analyst
Category Manager
Chief Operating Officer
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