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1. Parties: Identification of supplier and buyer with full legal entity details
2. Background: Context of the supply relationship and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Supply Obligations: Core obligations regarding the supply of goods, including quantity, quality standards, and delivery terms
5. Ordering Process: Procedures for placing and accepting orders
6. Price and Payment: Pricing structure, payment terms, invoicing, and late payment consequences
7. Delivery and Risk: Delivery terms, transfer of risk, and acceptance procedures
8. Quality and Compliance: Quality standards, warranties, and compliance with applicable laws
9. Title: Transfer of title and retention of title provisions
10. Term and Termination: Duration of agreement and termination rights
11. Liability and Indemnities: Limitation of liability and indemnification obligations
12. Force Majeure: Events excusing performance and consequences
13. Confidentiality: Protection of confidential information
14. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement
1. Minimum Purchase Commitments: Used when buyer commits to minimum purchase volumes
2. Exclusivity: Include when parties agree to exclusive supply arrangement
3. Product Development: Required for contracts involving custom product development
4. Intellectual Property: Include when IP rights are relevant to the supply relationship
5. Data Protection: Required when personal data processing is involved
6. Insurance: Include when specific insurance requirements are needed
7. Bank Guarantee: Used when financial security is required
8. Change Control: Include for complex supply relationships requiring formal change management
9. Service Levels: Used when specific performance metrics are required
10. Environmental Compliance: Include when environmental standards are crucial
1. Schedule 1 - Products and Specifications: Detailed technical specifications of products
2. Schedule 2 - Pricing: Detailed pricing structure, including any volume discounts
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement methods
4. Schedule 4 - Quality Requirements: Detailed quality standards and testing procedures
5. Schedule 5 - Delivery Locations: List of approved delivery locations and specific requirements
6. Schedule 6 - Key Contacts: Contact details for key personnel on both sides
7. Schedule 7 - Order Form Template: Standard form for placing orders
8. Schedule 8 - Acceptance Testing Procedure: Detailed procedures for acceptance testing
9. Appendix A - General Terms and Conditions: Standard terms and conditions if referenced
10. Appendix B - Compliance Requirements: Detailed regulatory and compliance requirements
Acceptance Tests
Affiliate
Agreement
Background IP
Business Day
Buyer
Commencement Date
Confidential Information
Contract Year
Defect
Delivery Date
Delivery Location
Delivery Terms
Force Majeure Event
Good Industry Practice
Goods
Intellectual Property Rights
Invoice
Laws
Minimum Order Quantity
Order
Order Confirmation
Payment Terms
Price
Product Specifications
Purchase Order
Quality Standards
Recall
Related Agreements
Representatives
Required Consents
Service Levels
Shipping Documents
Special Terms
Specifications
Supplier
Supply Schedule
Term
Territory
Third Party
Time of Delivery
Trade Controls
VAT
Warranty Period
Working Hours
Supply Obligations
Ordering Process
Delivery
Price and Payment
Quality Requirements
Title and Risk
Warranties
Product Specifications
Minimum Purchase Commitments
Exclusivity
Transport and Logistics
Acceptance Testing
Recall Procedures
Insurance
Liability
Indemnification
Force Majeure
Confidentiality
Data Protection
Intellectual Property
Compliance with Laws
Anti-Corruption
Competition Law
Export Controls
Environmental Compliance
Health and Safety
Audit Rights
Record Keeping
Change Control
Assignment and Subcontracting
Term and Termination
Consequences of Termination
Dispute Resolution
Governing Law
Notices
Severability
Entire Agreement
Third Party Rights
Amendments
Waiver
Relationship of Parties
Manufacturing
Retail
Wholesale Trade
Industrial Equipment
Consumer Goods
Food and Beverage
Automotive
Electronics
Chemical Industry
Pharmaceuticals
Construction Materials
Textiles
Agriculture
Energy
Technology
Legal
Procurement
Supply Chain
Operations
Finance
Sales
Quality Assurance
Logistics
Compliance
Risk Management
Commercial
Business Development
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Operations Manager
Quality Assurance Manager
Finance Director
Sales Manager
Logistics Manager
Business Development Manager
Compliance Officer
Risk Manager
General Counsel
Chief Operating Officer
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