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1. Parties: Identifies and provides details of the supplier and purchaser, including registration numbers and registered addresses
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used in the agreement and establishes interpretation rules
4. Supply Obligations: Details the supplier's obligations regarding the supply of goods, including quality standards and delivery requirements
5. Ordering Process: Specifies the procedure for placing and accepting orders
6. Price and Payment: States the pricing structure, payment terms, and invoicing procedures
7. Delivery and Acceptance: Specifies delivery terms, timelines, and acceptance criteria for goods
8. Title and Risk: Determines when title and risk in the goods passes from supplier to purchaser
9. Quality and Warranties: Sets out quality standards and warranties applicable to the goods
10. Compliance with Laws: Requires compliance with applicable Malaysian laws and regulations
11. Term and Termination: Specifies the duration of the agreement and grounds for termination
12. Liability and Indemnity: Establishes liability limits and indemnification obligations
13. Force Majeure: Addresses circumstances beyond parties' control affecting performance
14. Confidentiality: Protects confidential information exchanged between parties
15. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes
16. General Provisions: Contains standard boilerplate clauses including notices, assignment, and entire agreement
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Intellectual Property: Needed when the goods involve intellectual property rights or licensed technology
3. Export/Import Controls: Required for international supply arrangements involving cross-border shipments
4. Performance Bonds: Include when security for performance is required
5. Anti-Corruption: Detailed compliance provisions for high-value or government-related contracts
6. Change Control: Required for complex supply arrangements where specifications may need regular updating
7. Exclusivity: Include when supplier is granted exclusive rights or territory
8. Minimum Purchase Commitments: Include when purchaser commits to minimum order quantities
9. Service Levels: Required when specific performance metrics need to be maintained
10. Business Continuity: Important for critical supply relationships requiring disaster recovery planning
1. Schedule 1 - Goods Specification: Detailed technical specifications of the goods to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Requirements: Specific delivery locations, timeframes, and any special handling requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Service Levels: Performance metrics and measurement criteria if applicable
6. Schedule 6 - Form of Purchase Order: Template purchase order form to be used
7. Schedule 7 - Key Contacts: List of key personnel and their contact details
8. Appendix A - Technical Documentation: Product manuals, technical drawings, or other supporting documentation
9. Appendix B - Compliance Certificates: Required regulatory or quality certifications
10. Appendix C - Insurance Requirements: Detailed insurance coverage requirements if applicable
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