Long Term Supplier Agreements are essential for businesses seeking to establish stable, ongoing supply relationships. These agreements, governed by U.S. law, are particularly valuable when consistent quality, reliable delivery, and predictable pricing are crucial to operations. The document typically includes detailed terms for supply obligations, quality requirements, pricing mechanisms, and risk allocation. It's designed to provide a framework for extended business relationships while ensuring compliance with relevant regulations and industry standards.
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1. Parties: Identification and details of the contracting parties including full legal names, addresses, and company registration details
2. Background: Context of the agreement including the business relationship and purpose of the long-term supply arrangement
3. Definitions: Key terms and their meanings used throughout the agreement
4. Supply Obligations: Core obligations regarding supply of goods/services, including minimum/maximum quantities and specifications
5. Pricing and Payment Terms: Price structure, payment terms, invoicing requirements, and price adjustment mechanisms
6. Quality Requirements: Quality standards, specifications, and compliance requirements including inspection rights
7. Delivery Terms: Delivery schedules, logistics, transfer of risk and title, and related obligations
8. Term and Termination: Duration of agreement, renewal provisions, and grounds for termination
9. Warranties and Indemnities: Product warranties, service guarantees, and related indemnification provisions
10. Intellectual Property: IP ownership, licenses, and protection of proprietary information
11. Compliance with Laws: Obligations to comply with applicable laws, regulations, and industry standards
12. Force Majeure: Provisions for unforeseen circumstances affecting performance obligations
13. Dispute Resolution: Procedures for resolving disputes, choice of law, and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Forecasting and Planning: Demand forecasting and capacity planning provisions for high-volume supply arrangements
2. Exclusivity Provisions: Terms regarding exclusive supply arrangements and territorial restrictions
3. Sustainability Requirements: Environmental and social responsibility obligations including ESG compliance
4. Insurance Requirements: Specific insurance coverage requirements and minimum coverage amounts
5. Business Continuity: Disaster recovery and business continuity planning requirements
6. Change Control: Procedures for managing changes to specifications, processes, or requirements
1. Product Specifications Schedule: Detailed technical specifications of products or services to be supplied
2. Pricing Schedule: Detailed pricing information, calculations, and price adjustment mechanisms
3. Service Levels Schedule: Performance metrics, service level requirements, and related penalties/remedies
4. Quality Control Procedures: Detailed quality control processes, testing requirements, and acceptance criteria
5. Key Personnel Schedule: List of key contacts, responsible personnel, and escalation procedures
6. Compliance Requirements Schedule: Detailed regulatory and compliance obligations specific to the industry
7. Form of Purchase Order: Template purchase order document and related procedures
8. Manufacturing Facilities: List of approved manufacturing facilities and production locations
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