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1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of establishing a preferred supplier arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of appointment as preferred supplier and scope of products/services covered
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Supply Obligations: Key obligations of the supplier including quality standards, delivery requirements, and performance metrics
7. Ordering Process: Procedures for placing and accepting orders
8. Pricing and Payment: Pricing structure, payment terms, and invoicing requirements
9. Quality Assurance: Quality standards, inspection rights, and quality control procedures
10. Delivery and Logistics: Delivery terms, timelines, and logistics arrangements
11. Warranties and Representations: Warranties regarding products/services and general business operations
12. Compliance: Compliance with laws, regulations, and industry standards
13. Liability and Indemnification: Allocation of risks and indemnification obligations
14. Termination: Grounds and procedures for termination
15. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Exclusivity: Terms of exclusive supply arrangement, if applicable
2. Minimum Purchase Commitments: Include when there are guaranteed minimum purchase volumes
3. Performance Incentives: Bonus structures or incentives for exceeding performance targets
4. Technology and IP: When intellectual property or technology transfer is involved
5. Staff and Training: When supplier needs to provide training or dedicated staff
6. Insurance: Detailed insurance requirements beyond standard coverage
7. Environmental Compliance: For industries with specific environmental impact considerations
8. Data Protection: When personal or sensitive data processing is involved
9. Force Majeure: Detailed force majeure provisions for high-risk or critical supply arrangements
10. Change Management: For complex supply arrangements requiring formal change processes
1. Product/Service Specifications: Detailed specifications of products or services to be supplied
2. Pricing Schedule: Detailed pricing structure, including any volume discounts or special pricing arrangements
3. Service Levels: Detailed service level requirements and KPIs
4. Approved Locations: List of approved manufacturing or service delivery locations
5. Quality Standards: Detailed quality requirements and testing procedures
6. Key Personnel: List of key personnel from both parties responsible for managing the relationship
7. Standard Operating Procedures: Detailed operational procedures and requirements
8. Compliance Requirements: Specific compliance requirements and certifications
9. Form of Purchase Order: Template purchase order form
10. Insurance Requirements: Detailed insurance coverage requirements and minimum limits
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