The Master Supplier Agreement serves as the primary contractual framework for establishing and managing long-term supply relationships under German law. It is typically used when a company expects to make multiple purchases from a supplier over time and needs a comprehensive agreement that sets out the fundamental terms governing all future transactions. The document incorporates essential requirements under German commercial and civil law, including specific provisions required by the German Supply Chain Due Diligence Act (LkSG) and EU regulations. It establishes processes for ordering, quality control, and risk allocation, while leaving specific details of individual purchases to be determined through purchase orders. This type of agreement is particularly important for businesses operating in Germany or with German counterparties, as it ensures compliance with local legal requirements while providing a flexible framework for ongoing commercial relationships.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Scope of Agreement: Framework terms for the supply relationship and process for individual orders
5. Ordering Process: Procedures for placing and accepting orders, including form of purchase orders
6. Supply Obligations: Core obligations of the supplier including quality, timing, and delivery requirements
7. Quality Requirements: Quality standards, inspections, and quality management systems
8. Prices and Payment: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions
9. Delivery and Risk: Delivery terms, transfer of risk, and Incoterms where applicable
10. Acceptance and Rejection: Criteria and procedures for acceptance testing and rejection of deliverables
11. Warranties: Supplier warranties and representations regarding goods/services
12. Liability and Indemnification: Liability provisions, limitations, and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Intellectual Property Rights: IP ownership, licenses, and infringement provisions
15. Confidentiality: Protection of confidential information and trade secrets
16. Data Protection: GDPR compliance and data processing obligations
17. Term and Termination: Duration, renewal, and termination provisions
18. Force Majeure: Force majeure events and consequences
19. Compliance with Laws: General compliance obligations including LkSG requirements
20. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
21. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Supply Chain Due Diligence: Detailed LkSG compliance section for suppliers meeting threshold requirements
2. Environmental Compliance: Specific environmental obligations for environmentally sensitive goods/services
3. Import/Export Controls: For international supply relationships involving controlled goods
4. Service Levels: For services or complex supply arrangements requiring specific performance metrics
5. Business Continuity: For critical suppliers or high-risk supply arrangements
6. Subcontracting: Where supplier may need to use subcontractors
7. Parent Company Guarantee: Where additional financial security is required
8. Personnel Requirements: For service contracts involving on-site or dedicated personnel
9. Information Security: For supplies involving IT systems or sensitive data processing
10. Anti-Corruption: Enhanced provisions for high-risk jurisdictions or government-related contracts
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or special pricing arrangements
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, measurement criteria, and remedies
4. Schedule 4 - Quality Requirements: Specific quality standards, testing procedures, and acceptance criteria
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Technical Requirements: Technical specifications and requirements
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
8. Schedule 8 - Business Continuity Requirements: Detailed business continuity and disaster recovery requirements
9. Schedule 9 - Form of Purchase Order: Standard form for individual orders under the agreement
10. Schedule 10 - Compliance Requirements: Detailed compliance obligations including supply chain due diligence requirements
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