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1. Parties: Identification and details of the contracting parties including registration numbers and authorized representatives
2. Background: Context of the agreement and brief description of the procurement relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of goods/services to be provided
5. Ordering Process: Procedures for placing and accepting orders
6. Pricing and Payment Terms: Pricing structure, payment terms, invoicing requirements, and any price adjustment mechanisms
7. Delivery and Acceptance: Delivery terms, timelines, and acceptance procedures
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties: Supplier warranties and guarantees for goods/services
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Term and Termination: Duration of agreement and termination provisions
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Compliance with Public Procurement Law: Required for public sector procurement - includes specific provisions required by GWB and VgV
2. Framework Terms: Used when establishing a framework agreement with multiple call-offs
3. Service Levels: Include when procuring services with specific performance requirements
4. Insurance Requirements: Detailed insurance obligations for high-risk or high-value procurement
5. Data Protection: Required when personal data processing is involved
6. Intellectual Property Rights: Include when procurement involves IP creation or licensing
7. Environmental Compliance: Required for procurement with specific environmental requirements
8. Social Responsibility: Include for procurement requiring specific labor or social standards
9. Export Control: Required for international procurement or controlled goods
1. Schedule 1 - Technical Specifications: Detailed technical requirements and specifications of goods/services
2. Schedule 2 - Pricing Schedule: Detailed pricing information, rates, and calculation methods
3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement criteria
4. Schedule 4 - Form of Purchase Order: Template for individual orders under the agreement
5. Schedule 5 - Quality Management Requirements: Detailed quality control procedures and standards
6. Schedule 6 - Delivery Locations: List of approved delivery locations and specific requirements
7. Schedule 7 - Contact Details: Key contact persons and escalation matrix
8. Schedule 8 - Compliance Requirements: Specific regulatory or internal compliance requirements
9. Appendix A - Required Certifications: Copies of required certifications and permits
10. Appendix B - Insurance Certificates: Proof of required insurance coverage
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