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1. Parties: Identifies and provides full legal details of the supplier and purchaser
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Supply Obligations: Details the supplier's obligations to provide products and the exclusive nature of the arrangement
5. Exclusivity Terms: Specifies the scope and limitations of the exclusive arrangement, including any territorial restrictions
6. Ordering Process: Outlines the procedure for placing and accepting orders
7. Pricing and Payment: Specifies prices, payment terms, and any price adjustment mechanisms
8. Delivery and Risk: Details delivery terms, risk transfer, and acceptance procedures
9. Quality Requirements: Establishes quality standards and specifications for supplied products
10. Term and Termination: Specifies the duration of the agreement and termination rights
11. Confidentiality: Protects confidential information exchanged during the business relationship
12. Liability and Indemnities: Allocates risks and establishes liability limits between parties
13. Force Majeure: Addresses circumstances beyond parties' control affecting performance
14. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Minimum Purchase Commitments: Used when the purchaser must commit to minimum order quantities or values
2. Performance Metrics: Include when specific performance KPIs need to be maintained
3. Product Development: Required when parties collaborate on product improvements or new products
4. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions
5. Insurance Requirements: Used when specific insurance coverage is required from either party
6. Export/Import Compliance: Include for international supply arrangements
7. Intellectual Property Rights: Required when IP licensing or protection is relevant to the supply arrangement
8. Data Protection: Include when personal data processing is involved in the supply arrangement
9. Change Control: Used for complex supply arrangements requiring formal change management
10. Business Continuity: Include when supply continuity is critical to the purchaser's operations
1. Product Specifications: Detailed technical specifications of products to be supplied
2. Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements
3. Service Levels: Specific performance metrics and service level requirements
4. Ordering Procedure: Detailed procedures for ordering, including forms and timeframes
5. Quality Control Procedures: Detailed quality control and testing requirements
6. Key Contacts: List of key personnel and their roles from both parties
7. Approved Locations: List of approved delivery locations or territories
8. Reporting Requirements: Templates and specifications for required reports
Manufacturing
Retail
Fast-Moving Consumer Goods (FMCG)
Pharmaceuticals
Food and Beverage
Technology Hardware
Industrial Equipment
Automotive
Chemical Industry
Agriculture
Medical Supplies
Legal
Procurement
Supply Chain
Operations
Commercial
Finance
Compliance
Business Development
Risk Management
Quality Assurance
Procurement Manager
Supply Chain Director
Commercial Manager
Legal Counsel
Contract Manager
Chief Operating Officer
Purchasing Director
Operations Manager
Business Development Manager
Category Manager
Vendor Relations Manager
Supply Chain Analyst
Chief Commercial Officer
General Counsel
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