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1. Parties: Identifies and provides full legal details of the supplier and purchaser
2. Background: Sets out the context of the agreement and basic commercial intent of the parties
3. Definitions: Defines key terms used throughout the agreement
4. Supply Obligations: Core obligations regarding the supply of goods, including ordering process and delivery terms
5. Quality and Specifications: Details the required quality standards, specifications and compliance requirements for the goods
6. Price and Payment: Specifies pricing, payment terms, invoicing requirements and payment methods
7. Delivery and Risk: Addresses delivery requirements, timing, transfer of risk and title in the goods
8. Warranties: Sets out warranties regarding the goods, including quality, fitness for purpose and compliance with laws
9. Inspection and Rejection: Procedures for inspecting goods and rights to reject non-conforming goods
10. Liability and Indemnity: Establishes liability framework and indemnities between the parties
11. Term and Termination: Duration of agreement and circumstances allowing termination
12. Force Majeure: Provisions dealing with events beyond parties' reasonable control
13. Confidentiality: Obligations regarding protection of confidential information
14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Minimum Purchase Commitments: Used when purchaser commits to minimum purchase volumes or values
2. Exclusivity: Include when either party has exclusive rights or obligations
3. Insurance: Detailed insurance requirements, particularly for high-value or high-risk goods
4. Intellectual Property: Required when IP rights are relevant to the goods or their use
5. Change Control: Include for complex supply arrangements where specifications may need to change
6. Performance Metrics: Used when specific KPIs or service levels apply to the supply
7. Compliance with Laws: Detailed section needed for regulated products or cross-border supply
8. Data Protection: Required when personal data processing is involved in the supply arrangement
9. Anti-Corruption: Important for cross-border supplies or public sector customers
1. Goods Specification: Detailed technical specifications and requirements for the goods
2. Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Service Levels: Performance metrics and measurement criteria if applicable
4. Order Form Template: Standard form for placing orders under the agreement
5. Delivery Locations: List of approved delivery locations and any specific delivery requirements
6. Quality Standards: Detailed quality requirements and testing procedures
7. Key Contacts: Contact details for key personnel on both sides
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