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1. Parties: Identification of the supplier and buyer, including full legal names and registered addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Supply: Details of the exclusive supply arrangement, including territory and product range
5. Exclusivity Obligations: Specific terms of exclusivity, including restrictions on both parties
6. Order Process: Procedures for placing, accepting, and fulfilling orders
7. Delivery Terms: Delivery conditions, timing, and Incoterms
8. Price and Payment: Pricing structure, payment terms, and invoicing procedures
9. Quality Requirements: Product quality standards, specifications, and quality control procedures
10. Warranties: Product warranties and quality guarantees
11. Term and Termination: Duration of agreement and termination provisions
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Requirements: Include when the buyer must commit to minimum purchase volumes
2. Product Development: Include when parties collaborate on product development or customization
3. Marketing and Promotion: Include when specific marketing obligations exist for either party
4. Insurance Requirements: Include when specific insurance coverage is required
5. Intellectual Property Rights: Include when IP licensing or protection is relevant to the supply relationship
6. Competition Compliance: Include when additional competition law compliance measures are needed
7. Storage and Warehousing: Include when specific storage requirements or consignment arrangements apply
8. Training and Support: Include when supplier must provide technical training or support services
1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Quality Standards and Testing Procedures: Detailed quality requirements and testing protocols
4. Schedule 4 - Order and Delivery Procedures: Detailed operational procedures for ordering and delivery
5. Schedule 5 - Service Levels: Performance metrics and service level requirements
6. Schedule 6 - Territory Definition: Detailed description of geographical territory covered by exclusivity
7. Appendix A - Form of Purchase Order: Standard form for purchase orders
8. Appendix B - Technical Documentation: Required technical documentation for products
Manufacturing
Retail
Pharmaceuticals
Electronics
Automotive
Consumer Goods
Food and Beverage
Industrial Equipment
Chemical Industry
Luxury Goods
Medical Devices
Technology
Legal
Procurement
Supply Chain
Operations
Quality Assurance
Commercial
Sales
Compliance
Finance
Logistics
Supply Chain Manager
Procurement Director
Legal Counsel
Commercial Director
Operations Manager
Quality Assurance Manager
Contract Manager
Business Development Manager
Sales Director
Logistics Manager
Compliance Officer
Chief Operating Officer
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