Master Sales Agreement for New Zealand

Master Sales Agreement Template for New Zealand

A Master Sales Agreement is a comprehensive legal framework governed by New Zealand law that establishes the terms and conditions for ongoing sales transactions between parties. This agreement serves as an umbrella contract that governs multiple future sales, setting out key terms including ordering processes, pricing mechanisms, delivery requirements, quality standards, warranties, and risk allocation. It incorporates New Zealand-specific legal requirements, including compliance with the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and Consumer Guarantees Act 1993, while providing flexibility for multiple transactions without the need to renegotiate terms for each sale.

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What is a Master Sales Agreement?

The Master Sales Agreement is designed for businesses engaging in recurring sales transactions under New Zealand law. It serves as a foundational document that streamlines commercial relationships by establishing standardized terms and conditions for multiple future sales. This type of agreement is particularly useful when parties anticipate an ongoing business relationship involving repeated transactions, as it eliminates the need to negotiate individual contracts for each sale. The agreement typically covers essential elements such as ordering procedures, pricing mechanisms, delivery terms, quality standards, and risk allocation, while ensuring compliance with New Zealand legal requirements. It's structured to provide both certainty and flexibility, allowing parties to execute individual transactions through purchase orders while maintaining consistent overarching terms.

What sections should be included in a Master Sales Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Term and Renewal: Duration of the agreement and renewal provisions

5. Order Process: Procedures for placing, accepting, and fulfilling orders

6. Pricing and Payment: Price determination, payment terms, invoicing requirements, and late payment consequences

7. Delivery and Risk: Delivery terms, transfer of risk, and acceptance procedures

8. Quality and Warranties: Product quality standards and warranty terms

9. Title and Risk: Transfer of ownership and risk allocation

10. Compliance with Laws: Obligations to comply with applicable laws and regulations

11. Confidentiality: Protection and handling of confidential information

12. Intellectual Property: IP ownership, licenses, and protection measures

13. Limitation of Liability: Liability caps and exclusions

14. Termination: Termination rights and procedures

15. Consequences of Termination: Post-termination obligations and rights

16. Force Majeure: Handling of events beyond parties' reasonable control

17. Dispute Resolution: Process for resolving disputes

18. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Master Sales Agreement?

1. Minimum Purchase Commitments: Used when buyer agrees to minimum purchase volumes or values

2. Exclusivity: Include when parties agree to exclusive supply or purchase arrangements

3. Marketing and Promotion: Required when parties have specific obligations regarding product marketing

4. Training and Support: Include when seller provides training or technical support services

5. Insurance: Used when specific insurance requirements need to be maintained

6. Performance Metrics: Include when specific KPIs or service levels are required

7. Customs and Export Control: Required for international sales or restricted products

8. Data Protection: Include when personal data processing is involved

9. Environmental Compliance: Used when specific environmental standards or requirements apply

10. Product Changes: Include when dealing with products that may undergo modifications

What schedules should be included in a Master Sales Agreement?

1. Schedule 1 - Products and Pricing: List of products, specifications, and pricing structure

2. Schedule 2 - Service Levels: Detailed service level requirements and measurements

3. Schedule 3 - Technical Specifications: Detailed product specifications and requirements

4. Schedule 4 - Territory: Definition of geographical areas covered by the agreement

5. Schedule 5 - Key Contacts: List of key personnel and their roles

6. Schedule 6 - Special Terms: Any special terms or requirements for specific products or services

7. Appendix A - Order Form Template: Standard form for placing orders under the agreement

8. Appendix B - Quality Control Procedures: Detailed quality control and testing procedures

9. Appendix C - Return Procedures: Process for handling product returns and replacements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Food and Beverage

Construction

Healthcare

Automotive

Electronics

Chemical

Consumer Goods

Industrial Equipment

Telecommunications

Agriculture

Energy

Pharmaceutical

Relevant Teams

Legal

Procurement

Sales

Commercial

Finance

Operations

Supply Chain

Compliance

Business Development

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Procurement Manager

Sales Director

Legal Counsel

Contract Manager

Supply Chain Manager

Chief Financial Officer

Business Development Manager

Operations Director

Purchasing Officer

Sales Manager

Compliance Officer

General Counsel

Commercial Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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