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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the core transaction, including description of goods/services being sold
5. Price and Payment: Specifies the purchase price, payment terms, method of payment, and any applicable GST
6. Delivery: Outlines delivery terms, timing, location, and risk transfer
7. Title and Risk: Specifies when title passes and allocates risk in the goods
8. Warranties and Representations: Sets out warranties given by each party regarding the goods and their authority to enter the agreement
9. Default and Termination: Describes events of default and termination rights
10. Dispute Resolution: Establishes the process for resolving disputes between parties
11. General Provisions: Contains standard boilerplate clauses including notices, assignment, amendment, and governing law
1. Intellectual Property: Include when the sale involves software, branded goods, or IP rights
2. Security Interest: Include when there is a need to register security interests under the PPSA
3. International Trade Terms: Include for international sales, incorporating Incoterms and CISG provisions
4. Acceptance Testing: Include when goods require testing or acceptance procedures before final acceptance
5. Training and Support: Include when the seller must provide training or ongoing support
6. Confidentiality: Include when sensitive information will be shared between parties
7. Insurance: Include when specific insurance requirements are needed for high-value or high-risk goods
8. Compliance with Laws: Include when specific regulatory compliance is required for the goods or industry
1. Schedule 1 - Goods Specification: Detailed technical specifications of the goods being sold
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, especially for multiple items or variable pricing
3. Schedule 3 - Delivery Schedule: Detailed delivery timeframes and locations, especially for multiple deliveries
4. Schedule 4 - Warranty Terms: Detailed warranty terms and conditions
5. Schedule 5 - Service Level Agreement: Performance standards and metrics for any associated services
6. Appendix A - Form of Purchase Order: Standard form for ordering goods under the agreement
7. Appendix B - Acceptance Test Procedures: Detailed procedures for testing and accepting goods
8. Appendix C - Return and Refund Policy: Procedures and terms for returns and refunds
Business Day
Commencement Date
Confidential Information
Contract Price
Delivery Date
Delivery Location
Deposit
Effective Date
Force Majeure Event
Goods
GST
Intellectual Property Rights
Invoice
Law
Notice
Order
Payment Terms
PPSA
Purchase Order
Related Company
Representatives
Services
Specifications
Supplier
Term
Territory
Trading Terms
Warranties
Working Hours
Acceptance Criteria
Completion Date
Default Event
Delivery Terms
Documentation
Incoterms
Installation
Material Adverse Effect
Performance Standards
Quality Standards
Return Policy
Risk
Security Interest
Title
Definitions
Sale and Purchase
Price and Payment
GST
Delivery
Title and Risk
Warranties
Quality Standards
Inspection and Testing
Acceptance
Payment Terms
Security Interest
Intellectual Property
Confidentiality
Liability and Indemnity
Insurance
Force Majeure
Term and Termination
Default
Dispute Resolution
Notices
Assignment
Relationship of Parties
Entire Agreement
Variation
Severability
Waiver
Governing Law
Compliance with Laws
Return and Refund
Product Specifications
Order Process
Delivery Requirements
Performance Standards
Record Keeping
Customs and Import/Export
Security
Business Continuity
Anti-Corruption
Privacy
Boilerplate
Retail
Manufacturing
Wholesale Trade
Import/Export
Technology
Consumer Goods
Industrial Equipment
Agriculture
Food and Beverage
Construction
Automotive
Electronics
Textiles
Medical Supplies
Professional Services
Legal
Sales
Procurement
Commercial
Operations
Finance
Compliance
Risk Management
Supply Chain
Business Development
Sales Manager
Procurement Manager
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Supply Chain Manager
Operations Manager
Chief Commercial Officer
Purchasing Officer
Compliance Officer
Risk Manager
General Manager
CEO
CFO
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