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Sole Supply Agreement
"I need a Sole Supply Agreement for our Dutch manufacturing company to be the exclusive supplier of automotive parts to a German car manufacturer, starting from January 2025, with strict quality control requirements and compliance with EU automotive standards."
1. Parties: Identification of the supplier and buyer, including full legal names and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the exclusive supply arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Supply: Details of exclusivity obligations, territory, and products covered
5. Supply Obligations: Supplier's obligations regarding product delivery, minimum volumes, and forecasting
6. Purchase Obligations: Buyer's commitments, including minimum purchase obligations and exclusivity requirements
7. Ordering Process: Procedures for placing and accepting orders, lead times, and order modifications
8. Prices and Payment: Product pricing, payment terms, invoicing, and price adjustment mechanisms
9. Delivery and Risk: Delivery terms, Incoterms, transfer of risk, and acceptance procedures
10. Quality Requirements: Product specifications, quality standards, and quality control procedures
11. Term and Termination: Duration of agreement, renewal provisions, and termination rights
12. Intellectual Property: IP ownership, licenses, and protection measures
13. Confidentiality: Protection of confidential information and trade secrets
14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
15. Force Majeure: Events excusing performance and consequences
16. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
1. Competition Law Compliance: Specific provisions ensuring compliance with EU and Dutch competition laws, recommended when market shares exceed 15-20%
2. Product Development: Procedures for new product development and incorporation into the agreement, needed if products may evolve
3. Marketing and Promotion: Marketing obligations and restrictions, relevant if parties share marketing responsibilities
4. Environmental Compliance: Environmental standards and sustainability requirements, important for environmentally sensitive products
5. Data Protection: GDPR compliance provisions, required if personal data is processed
6. Export Control: Export compliance provisions, necessary for international trade
7. Change Control: Procedures for handling changes to specifications or requirements, important for complex products
8. Service Levels: Specific performance metrics and remedies, relevant for critical supply relationships
1. Schedule 1 - Products and Specifications: Detailed list of products and their technical specifications
2. Schedule 2 - Prices: Price list and any volume-based discounts
3. Schedule 3 - Quality Standards: Detailed quality requirements and testing procedures
4. Schedule 4 - Service Levels: Specific performance metrics and measurement criteria
5. Schedule 5 - Forecast and Ordering Procedure: Detailed procedures for forecasting and ordering
6. Appendix A - Form of Purchase Order: Standard form for placing orders
7. Appendix B - Technical Documentation: Product technical documentation and certifications
8. Appendix C - Contact Details: Key contacts for both parties for various functions
Authors
Manufacturing
Automotive
Electronics
Chemical Industry
Pharmaceuticals
Food and Beverage
Industrial Equipment
Consumer Goods
Raw Materials
Technology Hardware
Medical Devices
Aerospace
Telecommunications
Legal
Procurement
Supply Chain
Commercial
Operations
Sales
Business Development
Compliance
Finance
Quality Assurance
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Purchasing Officer
Category Manager
Chief Operating Officer
Sourcing Manager
Vendor Manager
General Counsel
Sales Director
Commercial Contracts Manager
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