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The Supply Contract Agreement is a vital commercial document used to establish and govern the ongoing supply of goods between businesses operating under Irish jurisdiction. This agreement is particularly relevant when parties require a formal, long-term arrangement for regular supply of goods, whether in a domestic Irish context or involving cross-border trade within the EU. The document comprehensively addresses key aspects of the supply relationship including ordering mechanisms, delivery terms, quality requirements, risk allocation, and compliance with both Irish and EU regulatory requirements. It provides essential protection for both suppliers and buyers by clearly defining their respective rights and obligations, while offering flexibility to accommodate specific commercial requirements through optional clauses and schedules.

1. Parties: Identifies and provides full legal details of the supplier and buyer

2. Background: Sets out the context and purpose of the agreement, including brief description of the parties' businesses

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Supply Obligations: Details the supplier's core obligations regarding the supply of goods

5. Ordering Process: Specifies procedures for placing and accepting orders

6. Delivery Terms: Specifies delivery timeframes, locations, and responsibilities

7. Price and Payment: Sets out pricing structure, payment terms, and invoicing procedures

8. Quality and Specifications: Defines quality standards and specifications of supplied goods

9. Title and Risk: Establishes when title and risk in the goods passes from supplier to buyer

10. Warranties and Representations: States warranties regarding the goods and general business representations

11. Term and Termination: Specifies duration of agreement and circumstances for termination

12. Liability and Indemnities: Sets out liability limitations and indemnification obligations

13. Force Majeure: Addresses circumstances beyond parties' control affecting performance

14. Confidentiality: Protects confidential information exchanged during the relationship

15. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes

16. General Provisions: Contains standard boilerplate clauses including notices, assignment, and entire agreement