This Supplier Agreement template is designed for use in commercial relationships governed by Irish law where one party (the Supplier) agrees to provide goods and/or services to another party (the Customer). The agreement is suitable for both domestic Irish transactions and international commerce where Irish law governs the relationship. It incorporates essential provisions required under Irish commercial law and relevant EU regulations, including GDPR compliance, competition law considerations, and consumer protection where applicable. The document structure accommodates various types of supply arrangements, from simple product supply to complex service delivery, and includes optional modules for specific industry requirements. The agreement is particularly valuable for establishing clear commercial terms, risk allocation, and compliance frameworks in supplier relationships of material value or strategic importance.
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1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Supply of Goods/Services: Details the core obligations regarding what is being supplied
5. Quality Standards: Specifies required quality standards and compliance requirements
6. Ordering Process: Outlines how orders will be placed and accepted
7. Delivery and Performance: Specifies delivery terms, timelines, and performance standards
8. Price and Payment: Details pricing structure, payment terms, and invoicing requirements
9. Supplier Obligations: Lists key obligations and responsibilities of the supplier
10. Customer Obligations: Outlines the customer's responsibilities and commitments
11. Title and Risk: Establishes when title passes and risk allocation
12. Warranties and Representations: States warranties given by each party
13. Intellectual Property Rights: Addresses ownership and usage of intellectual property
14. Confidentiality: Details confidentiality obligations and permitted disclosures
15. Data Protection: Covers GDPR compliance and data handling requirements
16. Liability and Indemnities: Sets out liability limitations and indemnification provisions
17. Insurance: Specifies required insurance coverage
18. Term and Termination: Defines contract duration and termination rights
19. Force Majeure: Addresses circumstances beyond parties' reasonable control
20. General Provisions: Contains standard boilerplate clauses
21. Governing Law and Jurisdiction: Confirms Irish law governance and jurisdiction
1. Change Control: Include when formal process for changes to goods/services is needed
2. Service Levels: Include for service-based agreements requiring specific performance metrics
3. Business Continuity: Include for critical suppliers or high-value agreements
4. Environmental Compliance: Include when environmental standards are particularly relevant
5. Anti-Bribery and Corruption: Include for international suppliers or high-risk sectors
6. Import/Export Controls: Include for international trade of goods
7. Staff and Key Personnel: Include when specific supplier personnel are critical
8. Audit Rights: Include for regulated industries or critical suppliers
9. Parent Company Guarantee: Include when supplier's parent company guarantee is required
10. Competition Law Compliance: Include for agreements that might affect market competition
1. Schedule 1 - Goods/Services Specification: Detailed description of goods/services to be supplied
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed service level requirements and measurements
4. Schedule 4 - Key Personnel: Details of key supplier staff and their roles
5. Schedule 5 - Form of Purchase Order: Template purchase order format
6. Schedule 6 - Technical Requirements: Detailed technical specifications and requirements
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms
8. Schedule 8 - Business Continuity Plan: Detailed business continuity requirements
9. Schedule 9 - Change Control Procedure: Detailed process for implementing changes
10. Schedule 10 - Contract Management and Reporting: Detailed management and reporting requirements
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Construction
Healthcare
Food and Beverage
Logistics
Telecommunications
Energy
Financial Services
IT Services
Pharmaceutical
Agriculture
Automotive
Relevant Teams
Legal
Procurement
Finance
Operations
Supply Chain
Compliance
Risk Management
Commercial
Vendor Management
Contract Management
Business Development
Internal Audit
Relevant Roles
Procurement Manager
Commercial Director
Supply Chain Manager
Legal Counsel
Contracts Manager
Operations Director
Chief Financial Officer
Vendor Manager
Risk Manager
Compliance Officer
Category Manager
Sourcing Manager
General Counsel
Commercial Lawyer
Business Development Manager
Supply Chain Director
Chief Operating Officer
Head of Procurement
Purchasing Manager
Supplier Relationship Manager
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