The Long Term Supplier Agreement is designed for businesses seeking to establish stable, long-term commercial relationships for the regular supply of goods or services in Ireland. It is particularly suited for situations requiring consistent supply arrangements, predictable pricing mechanisms, and detailed quality standards. This agreement type is essential when parties need a robust framework for recurring orders, want to secure supply chain stability, and require clear terms for managing an ongoing business relationship. The document incorporates Irish legal requirements and commercial practices, including compliance with the Sale of Goods and Supply of Services Act 1980, competition law considerations, and data protection regulations. It typically includes provisions for price adjustments, quality control measures, performance metrics, and risk allocation, making it suitable for high-value or business-critical supply arrangements.
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1. Parties: Identification of contracting parties with full legal names and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the contract
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Term and Commencement: Duration of the agreement, including start date and any renewal provisions
5. Supply Obligations: Core obligations of supplier including quality standards, quantities, and delivery requirements
6. Ordering Process: Procedures for placing and accepting orders, lead times, and forecasting requirements
7. Prices and Payment: Pricing structure, payment terms, invoicing procedures, and price adjustment mechanisms
8. Quality and Compliance: Quality standards, inspection rights, compliance with laws and standards
9. Delivery and Risk: Delivery terms, transfer of risk and title, acceptance procedures
10. Warranties and Indemnities: Supplier warranties regarding goods/services and mutual indemnification provisions
11. Insurance: Required insurance coverage and minimum limits
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: GDPR compliance and data processing obligations
14. Intellectual Property: IP ownership, licenses, and protections
15. Force Majeure: Events excusing performance and consequences
16. Termination: Termination rights, procedures, and consequences
17. Consequences of Termination: Post-termination obligations and rights
18. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Change Control: Include when frequent changes to specifications or scope are expected
2. Service Levels: Include for service-based agreements with specific performance metrics
3. Business Continuity: Include for critical supplies or services requiring disaster recovery planning
4. Environmental Compliance: Include for supplies involving environmental risks or regulations
5. Anti-Bribery and Corruption: Include for international supplies or high-risk sectors
6. Modern Slavery Compliance: Include for supply chains with human rights risks
7. Parent Company Guarantee: Include when supplier's financial strength is a concern
8. Exit Management: Include for complex services requiring transition planning
9. Exclusive Supply: Include when supplier is sole source for specific items
1. Schedule 1 - Goods/Services Specification: Detailed technical specifications of goods or services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or special pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methods
4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Data Processing Agreement: Detailed GDPR compliance terms if personal data is processed
7. Schedule 7 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures
8. Schedule 8 - Change Control Procedure: Detailed process for managing changes to specifications or scope
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