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Master Sales Agreement
1. Parties: Identification of the contracting parties, including full legal names, company registration numbers, and addresses
2. Background: Context of the agreement, business relationship, and purpose of the master agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overall scope of the master agreement and its application to individual sales transactions
5. Ordering Process: Procedures for placing and accepting orders under the master agreement
6. Delivery Terms: Standard delivery terms, including timing, location, and Incoterms
7. Prices and Payment: Pricing mechanisms, payment terms, invoicing procedures, and late payment consequences
8. Quality and Specifications: Quality requirements, specifications, and compliance standards for products
9. Warranty: Warranty terms, duration, and claim procedures
10. Liability and Indemnification: Limitations of liability, indemnification obligations, and risk allocation
11. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
12. Confidentiality: Protection of confidential information exchanged between parties
13. Force Majeure: Events excusing performance and procedures for handling force majeure situations
14. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including assignment, severability, and entire agreement
1. Intellectual Property Rights: Required when IP rights are relevant to the sales relationship, such as branded products or licensed technology
2. Data Protection: Required when personal data processing is involved in the sales relationship
3. Insurance: Relevant when specific insurance requirements need to be maintained by either party
4. Compliance with Laws: Important when dealing with regulated products or markets
5. Environmental Requirements: Relevant for products with environmental impact or sustainability requirements
6. Security Requirements: Needed when products or services involve security-sensitive elements
7. Service Level Agreement: Required when the sales include service components or performance metrics
8. Supply Chain Requirements: Important when specific supply chain obligations or certifications are needed
1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Specific service levels and performance metrics if applicable
4. Schedule 4 - Order Form Template: Standard form for placing orders under the master agreement
5. Schedule 5 - Key Contacts: List of key contacts and escalation procedures
6. Schedule 6 - Special Terms for Specific Products: Any special terms applying to specific product categories
7. Schedule 7 - Compliance Requirements: Specific compliance requirements and certifications
8. Schedule 8 - Territory and Exclusivity Terms: Definition of territory and any exclusivity arrangements
Authors
Affiliated Company
Applicable Law
Business Day
Confidential Information
Delivery Date
Delivery Location
Delivery Terms
Documentation
Effective Date
Force Majeure Event
Goods
Initial Term
Intellectual Property Rights
Invoice
Order
Order Confirmation
Parties
Price
Products
Purchase Order
Quality Requirements
Renewal Term
Representatives
Specifications
Services
Special Terms
Supplier
Term
Territory
Third Party
VAT
Warranty Period
Working Hours
Working Day
Material Adverse Effect
Minimum Order Quantity
Payment Terms
Related Parties
Technical Documentation
Trade Terms
Standard Terms
Defect
Lead Time
Scheduled Delivery Date
Acceptance Criteria
Currency
Definitions
Scope of Agreement
Term and Duration
Ordering Process
Delivery
Price and Payment
Invoicing
Quality Requirements
Product Specifications
Warranties
Title and Risk
Acceptance Testing
Insurance
Liability
Indemnification
Force Majeure
Confidentiality
Data Protection
Intellectual Property
Compliance with Laws
Anti-Corruption
Export Control
Environmental Compliance
Audit Rights
Record Keeping
Termination
Effect of Termination
Assignment
Subcontracting
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Jurisdiction
Force Majeure
Business Continuity
Change Control
Volume Commitments
Exclusivity
Territory Restrictions
Performance Metrics
Reporting Requirements
Relationship of Parties
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