Exclusive Supply Agreement Template for Austria

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Key Requirements PROMPT example:

Exclusive Supply Agreement

"I need an Exclusive Supply Agreement under Austrian law for supplying automotive parts to a distributor in Germany, with minimum purchase commitments of 10,000 units per quarter and strict quality control requirements for safety-critical components."

Document background
The Exclusive Supply Agreement is a crucial commercial contract used when parties wish to establish a dedicated supply relationship where one party becomes the exclusive supplier of specific products to another. This document, governed by Austrian law and EU regulations, is particularly important in industries requiring secured supply chains, guaranteed product quality, and long-term business relationships. It includes comprehensive terms covering supply obligations, exclusivity provisions, quality standards, pricing mechanisms, and risk allocation. The agreement ensures compliance with Austrian commercial law (UGB), competition law (Kartellgesetz), and relevant EU regulations, particularly regarding territorial restrictions and market impact. It's commonly used in manufacturing, distribution, and various industrial sectors where consistent supply and product quality are essential for business operations.
Suggested Sections

1. Parties: Identification and details of the supplier and buyer

2. Background: Context of the agreement and business relationship

3. Definitions: Defined terms used throughout the agreement

4. Exclusivity Obligations: Terms of exclusive supply arrangement and territorial restrictions

5. Supply Obligations: Supplier's obligations regarding product supply and delivery

6. Purchase Obligations: Buyer's commitments regarding minimum purchase quantities

7. Ordering Process: Procedures for placing and accepting orders

8. Delivery Terms: Delivery timeframes, logistics, and Incoterms

9. Quality Requirements: Product specifications and quality standards

10. Prices and Payment: Pricing structure, payment terms, and price adjustment mechanisms

11. Term and Termination: Duration of agreement and termination provisions

12. Warranties: Product warranties and quality guarantees

13. Liability and Indemnification: Allocation of risks and liability between parties

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Confidentiality: Protection of confidential information

16. Governing Law and Jurisdiction: Application of Austrian law and dispute resolution

17. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Intellectual Property Rights: Required if the supply involves branded products or licensed technology

2. Regulatory Compliance: Needed if products are subject to specific regulatory requirements

3. Insurance: Detailed insurance requirements if significant risk exposure exists

4. Storage and Handling: Include if products require special storage or handling conditions

5. Marketing and Promotion: Required if supplier has specific requirements for product marketing

6. Training: Include if supplier must provide product training to buyer

7. Data Protection: Required if personal data processing is involved

8. Export Control: Needed if products are subject to export restrictions

9. Environmental Compliance: Include if environmental regulations affect the supply relationship

10. Change Control: Required for industries where product changes need formal approval

Suggested Schedules

1. Product Specifications: Detailed technical specifications of products

2. Price List: Current prices and any volume-based discounts

3. Minimum Purchase Quantities: Agreed monthly/annual minimum purchase commitments

4. Quality Standards: Detailed quality requirements and testing procedures

5. Service Levels: Specific delivery and performance metrics

6. Territory Definition: Detailed description of exclusive territory if geographically limited

7. Approved Sub-contractors: List of approved manufacturing or delivery sub-contractors

8. Contact Details: Key contact persons for various aspects of the relationship

9. Required Certifications: Copies of required regulatory or quality certifications

10. Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Automotive

Chemical

Pharmaceuticals

Food and Beverage

Electronics

Industrial Equipment

Consumer Goods

Raw Materials

Construction Materials

Medical Devices

Textiles

Agriculture

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Commercial

Quality Assurance

Compliance

Finance

Sales

Business Development

Risk Management

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Chief Operating Officer

Purchasing Director

Quality Assurance Manager

Operations Manager

Business Development Manager

Sales Director

Compliance Officer

General Counsel

Category Manager

Vendor Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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