This Long Term Supplier Agreement template is designed for use in establishing sustained commercial relationships where regular supply of goods or services is required over an extended period. It is particularly suitable for businesses operating in Malta seeking to formalize their supply chain arrangements with key vendors or customers. The agreement comprehensively addresses crucial aspects including ordering processes, quality control, delivery terms, pricing mechanisms, and risk allocation, while ensuring compliance with both Maltese commercial law and EU regulations. It is especially valuable for industries requiring consistent supply arrangements, such as manufacturing, retail, or distribution, where supply chain stability is critical to business operations. The document includes provisions for performance monitoring, relationship management, and dispute resolution, making it suitable for significant commercial relationships where both parties seek to establish a stable, long-term business partnership.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Defined terms and rules of interpretation
4. Term and Duration: Initial term, renewal provisions and conditions for extension
5. Supply Obligations: Core obligations of the supplier including delivery terms and quantities
6. Ordering Process: Procedures for placing and accepting orders
7. Quality Requirements: Quality standards, specifications and quality control procedures
8. Delivery Terms: Delivery timeframes, locations and Incoterms
9. Price and Payment: Pricing structure, payment terms and invoicing requirements
10. Title and Risk: Transfer of ownership and risk in the goods
11. Warranties and Representations: Standard warranties regarding products and business operations
12. Compliance with Laws: Obligations to comply with applicable laws and regulations
13. Confidentiality: Protection of confidential information
14. Liability and Indemnification: Allocation of risks and liability between parties
15. Force Majeure: Provisions for handling events beyond parties' control
16. Termination: Grounds and process for termination
17. Consequences of Termination: Rights and obligations upon termination
18. Governing Law and Jurisdiction: Choice of Maltese law and jurisdiction
19. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Intellectual Property Rights: Required if IP rights are being licensed or transferred as part of the supply arrangement
2. Exclusivity: Include if supplier is granted exclusive rights or territory
3. Minimum Purchase Commitments: Include if buyer commits to minimum purchase volumes
4. Performance Metrics: Include if specific KPIs are being tracked
5. Insurance Requirements: Include if specific insurance coverage is required
6. Environmental Compliance: Include if environmental standards or certifications are crucial
7. Data Protection: Include if personal data processing is involved
8. Anti-Corruption Compliance: Include for international supply relationships
9. Change Control Procedure: Include if formal process for changes is required
10. Business Continuity: Include if supply is critical to business operations
1. Schedule 1 - Products and Specifications: Detailed description of products and technical specifications
2. Schedule 2 - Pricing Schedule: Detailed pricing information and adjustment mechanisms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Delivery Locations: List of approved delivery locations and specific requirements
6. Schedule 6 - Key Contacts: Contact details for key personnel on both sides
7. Schedule 7 - Form of Purchase Order: Template purchase order form
8. Schedule 8 - Reporting Requirements: Templates and timing for required reports
9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
10. Appendix B - Compliance Certificates: Required compliance certifications and documentation
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