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The Supply Agreement Contract is a fundamental commercial document used to establish and govern the ongoing supply relationship between parties where regular provision of goods or materials is required. This agreement is particularly crucial in business relationships involving consistent or periodic supply arrangements, where parties need clarity on delivery terms, quality standards, and commercial conditions. Under Swiss law, the agreement must comply with the Swiss Code of Obligations and related commercial regulations, making it suitable for both domestic and international supply arrangements where Swiss law is chosen. The document typically includes detailed provisions on product specifications, ordering procedures, quality requirements, pricing mechanisms, delivery terms, warranties, and risk allocation, providing a comprehensive framework for the supply relationship while ensuring legal certainty and protection for all parties involved.

1. Parties: Identification of the supplier and buyer with 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 used throughout the agreement and rules of interpretation

4. Supply Obligations: Core obligations of the supplier including product specifications, quality standards, and delivery terms

5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable

6. Pricing and Payment: Price determination, payment terms, invoicing procedures, and currency specifications

7. Delivery and Title: Delivery terms, transfer of title and risk, Incoterms, and packaging requirements

8. Quality Requirements: Quality standards, inspection rights, and acceptance/rejection procedures

9. Warranties: Product warranties, quality guarantees, and remedy procedures for defective products

10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

11. Term and Termination: Duration of the agreement, renewal terms, and termination rights

12. Confidentiality: Protection of confidential information and trade secrets

13. Force Majeure: Events excusing performance and procedures for handling force majeure situations

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement