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1. Parties: Identifies and defines the contracting parties with full legal names and details
2. Background: Sets out the context and commercial basis for the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Appointment and Scope: Establishes the exclusive purchase relationship and its scope
5. Duration and Term: Specifies the initial term and any renewal provisions
6. Exclusivity Obligations: Details the exclusive purchasing commitments and any exceptions
7. Ordering Process: Specifies the procedure for placing and accepting orders
8. Pricing and Payment Terms: Sets out pricing mechanism, payment terms, and invoicing requirements
9. Delivery and Acceptance: Covers delivery terms, timing, and acceptance procedures
10. Quality and Specifications: Establishes product quality requirements and specifications
11. Warranties and Representations: Contains warranties from both parties regarding products and capacity
12. Compliance with Laws: Requires compliance with relevant laws including competition laws
13. Termination: Sets out termination rights and procedures
14. Consequences of Termination: Describes what happens after termination
15. Confidentiality: Protects confidential information exchanged under the agreement
16. Dispute Resolution: Establishes procedure for resolving disputes
17. General Provisions: Contains standard boilerplate clauses
1. Minimum Purchase Commitments: Used when specific purchase volumes are required over defined periods
2. Performance Metrics: Include when specific performance standards need to be maintained
3. Price Adjustment Mechanism: Used for longer-term agreements where pricing may need adjustment
4. Force Majeure: Include for longer-term agreements or where supply chain disruption is a concern
5. Insurance Requirements: Include when specific insurance coverage is required
6. Intellectual Property Rights: Include when IP rights are relevant to the products or relationship
7. Anti-Corruption Compliance: Include for international transactions or high-value contracts
8. Change Control: Used when formal processes for changes are needed
9. Parent Company Guarantee: Include when financial security is required
10. Environmental Compliance: Include for products with environmental implications
1. Product Specifications: Detailed technical specifications of products covered
2. Pricing Schedule: Detailed pricing information and any volume-based discounts
3. Order Form Template: Standard form for placing orders
4. Service Levels: Detailed performance metrics and standards
5. Approved Locations: List of approved delivery or collection locations
6. Key Personnel: List of key contacts and responsible personnel
7. Quality Standards: Detailed quality requirements and testing procedures
8. Compliance Requirements: Detailed compliance obligations and procedures
Affiliate
Business Day
Commencement Date
Confidential Information
Contract Price
Defect
Delivery Date
Delivery Location
Effective Date
Exclusive Territory
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Laws
Minimum Purchase Commitment
Order
Products
Product Specifications
Purchase Price
Quality Standards
Quarter
Related Company
Representatives
Ringgit Malaysia
Scheduled Delivery Date
Service Levels
Supplier
Supply Period
Term
Territory
Working Hours
Appointment
Exclusivity
Term and Duration
Purchase Obligations
Ordering Process
Pricing
Payment Terms
Delivery
Title and Risk
Quality Requirements
Product Specifications
Warranties
Compliance
Performance Standards
Inspection Rights
Records and Audit
Confidentiality
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Termination
Change Control
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Competition Law Compliance
Anti-Corruption
Boilerplate
Manufacturing
Retail
Distribution
Automotive
Electronics
Fast-Moving Consumer Goods (FMCG)
Industrial Products
Pharmaceuticals
Food and Beverage
Chemical Industry
Telecommunications
Construction Materials
Textiles and Apparel
Agricultural Products
Procurement
Legal
Commercial
Supply Chain
Operations
Finance
Compliance
Business Development
Risk Management
Quality Assurance
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contracts Manager
Purchasing Manager
Chief Operating Officer
Business Development Manager
Operations Director
Category Manager
Sourcing Manager
Commercial Manager
Compliance Officer
General Counsel
Chief Financial Officer
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