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Module Supply Agreement
"I need a Module Supply Agreement governed by Indonesian law for supplying automotive electronic modules to Toyota Indonesia, with minimum purchase commitments of 10,000 units per quarter starting March 2025, including quality standards for automotive grade components and provision for local warehousing."
1. Parties: Identification of supplier and purchaser with complete legal details
2. Background: Context of the agreement and commercial relationship between parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Supply Obligations: Core obligations of supplier including quantity, timing, and delivery terms
5. Ordering Process: Procedures for placing and accepting orders
6. Price and Payment: Pricing structure, payment terms, invoicing, and currency provisions
7. Delivery and Risk: Delivery terms, transfer of risk, and Incoterms specifications
8. Quality and Specifications: Quality standards, technical specifications, and compliance requirements
9. Inspection and Testing: Rights and procedures for product inspection and quality testing
10. Warranties: Product warranties and quality guarantees
11. Intellectual Property: IP rights, licenses, and protections
12. Compliance with Laws: Regulatory compliance obligations including Indonesian law requirements
13. Liability and Indemnity: Limitation of liability and indemnification provisions
14. Term and Termination: Duration, renewal, and termination rights
15. Force Majeure: Events excusing performance and consequences
16. Confidentiality: Protection of confidential information
17. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law
18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Commitments: Used when purchaser commits to minimum volumes or values
2. Forecasting: Include when parties need a formal demand planning process
3. Exclusivity: Used when supplier or purchasing arrangements are exclusive
4. Storage and Warehousing: Include when specific storage requirements apply
5. Insurance: Detailed insurance requirements beyond standard coverage
6. Business Continuity: Include for critical supply relationships
7. Environmental Compliance: Used when specific environmental standards apply
8. Change Control: Include when formal process needed for specification changes
9. Training and Support: Used when supplier provides additional services
10. Import/Export Requirements: Include for international supply arrangements
1. Schedule 1 - Product Specifications: Detailed technical specifications of modules
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or adjustments
3. Schedule 3 - Quality Standards: Specific quality requirements and testing procedures
4. Schedule 4 - Service Levels: Performance metrics and service level requirements
5. Schedule 5 - Order Form Template: Standard form for placing orders
6. Schedule 6 - Delivery Locations: List of approved delivery points and requirements
7. Schedule 7 - Contact Details: Key contact persons and communication protocols
8. Appendix A - Technical Drawings: Detailed technical drawings and specifications
9. Appendix B - Compliance Certificates: Required regulatory and quality certifications
Authors
Affiliate
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Defect
Delivery Date
Delivery Location
Delivery Schedule
Delivery Terms
Force Majeure Event
Forecast
Good Industry Practice
Intellectual Property Rights
Lead Time
Minimum Order Quantity
Modules
Order
Order Confirmation
Payment Terms
Price
Product Specifications
Purchase Order
Quality Standards
Rejection Notice
Related Agreements
Representatives
Service Levels
Shipping Documents
Specifications
Storage Requirements
Supplier Facility
Supply Period
Technical Documentation
Term
Territory
Testing Procedures
Third Party
Time of Delivery
Unit Price
Warranty Period
Working Hours
Ordering Process
Pricing
Payment Terms
Delivery
Quality Control
Product Specifications
Acceptance Testing
Warranties
Title and Risk
Intellectual Property
Confidentiality
Force Majeure
Liability
Indemnification
Insurance
Compliance with Laws
Anti-Corruption
Term and Duration
Termination
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notice Requirements
Amendment
Entire Agreement
Severability
Product Safety
Export Control
Environmental Compliance
Change Management
Performance Standards
Audit Rights
Business Continuity
Storage and Handling
Documentation Requirements
Language Requirements
Currency and Exchange
Forecasting
Manufacturing
Electronics
Automotive
Industrial Equipment
Renewable Energy
Telecommunications
Construction
Technology
Aerospace
Medical Devices
Legal
Procurement
Supply Chain
Operations
Quality Assurance
Manufacturing
Technical
Commercial
Compliance
Finance
Engineering
Project Management
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Operations Manager
Quality Assurance Manager
Manufacturing Director
Chief Operations Officer
Purchasing Manager
Technical Director
Business Development Manager
Compliance Officer
Project Manager
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