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1. Parties: Identification of the parties entering into the agreement, including full legal names, registration details, and addresses
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Agreement: Overview of the master agreement's coverage and its application to individual sales transactions
5. Ordering Process: Procedures for placing and accepting orders, including format, timing, and confirmation requirements
6. Pricing and Payment Terms: Basic pricing principles, payment terms, invoicing procedures, and currency specifications
7. Delivery and Acceptance: Terms governing delivery, inspection, acceptance criteria, and rejection procedures
8. Title and Risk: Transfer of ownership and risk in the goods
9. Warranties and Representations: Standard warranties regarding products, authority to contract, and compliance with laws
10. Quality Requirements: Quality standards, specifications, and quality control procedures
11. Term and Termination: Duration of the agreement and circumstances allowing termination
12. Confidentiality: Protection of confidential information exchanged between parties
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Force Majeure: Circumstances excusing performance and related procedures
15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when the sales involve branded products, technology, or licensed materials
2. Compliance with Trade Laws: Required for international sales or regulated products
3. Environmental Compliance: Important for sales of chemicals, hazardous materials, or environmentally sensitive products
4. Data Protection: Include when personal data or sensitive information will be shared between parties
5. Insurance Requirements: Relevant for high-value goods or where specific risks need to be covered
6. Performance Metrics: Include when specific performance standards or KPIs need to be maintained
7. Exclusivity Provisions: Optional restrictions on dealing with competing suppliers or customers
8. Minimum Purchase Commitments: Include when volume commitments are part of the commercial arrangement
9. Training and Support: Relevant when products require technical support or user training
10. Product Recall Procedures: Important for consumer products or safety-critical items
1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, discounts, and price adjustment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Territory: Geographic areas covered by the agreement
5. Schedule 5 - Approved Locations: List of approved delivery, storage, or manufacturing locations
6. Schedule 6 - Key Contacts: Contact details for key personnel from both parties
7. Schedule 7 - Quality Standards: Detailed quality requirements and testing procedures
8. Schedule 8 - Forms: Standard forms for purchase orders, acceptance certificates, and other routine documents
9. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements applicable to the sales
10. Appendix B - Technical Documentation: Required technical documentation, certifications, or compliance certificates
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