Master Supplier Agreement Template for Philippines

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Key Requirements PROMPT example:

Master Supplier Agreement

"I need a Master Supplier Agreement governed by Philippine law for my manufacturing company to engage with multiple raw material suppliers, with strong quality control provisions and specific requirements for just-in-time delivery starting March 2025."

Document background
The Master Supplier Agreement is a fundamental commercial contract used to establish and govern long-term supply relationships in the Philippine market. This agreement type is particularly important in the Philippine business context, where relationships between suppliers and customers often need to navigate both local regulatory requirements and international business practices. The document typically functions as an umbrella agreement under which subsequent purchase orders can be placed, establishing standardized terms for quality standards, delivery requirements, pricing mechanisms, and risk allocation. It includes specific provisions to ensure compliance with Philippine laws, including the Civil Code, Consumer Act, and Competition Law, while providing flexibility to accommodate various types of goods or services. The Master Supplier Agreement is especially valuable for businesses seeking to establish consistent, long-term supply arrangements while maintaining clear legal protections and operational efficiency.
Suggested Sections

1. Parties: Identification of the supplier and customer, including full legal names, registration details, and principal places of business

2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Scope of Agreement: Overview of the supply arrangement, including exclusivity provisions if applicable

5. Ordering Process: Procedures for placing and accepting purchase orders

6. Supply Obligations: Supplier's core obligations regarding quality, quantity, and timing of supplies

7. Delivery Terms: Delivery requirements, timing, locations, and transfer of risk

8. Price and Payment: Pricing structure, payment terms, invoicing requirements, and currency provisions

9. Quality Requirements: Quality standards, specifications, and quality control procedures

10. Warranties: Supplier warranties regarding products/services, compliance with laws, and general representations

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

12. Term and Termination: Duration of agreement, renewal provisions, and termination rights

13. Liability and Indemnification: Limitation of liability provisions and indemnification obligations

14. Confidentiality: Protection of confidential information and trade secrets

15. Force Majeure: Events excusing performance and related procedures

16. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Insurance: Insurance requirements - include when supply of goods/services involves significant risks

2. Data Protection: Specific data protection obligations - include when personal data processing is involved

3. Intellectual Property: IP ownership and licensing - include when IP rights are relevant to the supply

4. Business Continuity: Business continuity and disaster recovery - include for critical suppliers

5. Environmental Compliance: Environmental standards and compliance - include for supplies with environmental impact

6. Anti-Corruption: Anti-corruption and ethics provisions - include for high-value or government-related contracts

7. Change Control: Process for managing changes - include for complex or long-term supply arrangements

8. Performance Metrics: KPIs and service levels - include when specific performance standards are required

9. Security Requirements: Security standards and procedures - include when handling sensitive information or accessing facilities

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed description of products or services to be supplied

2. Schedule 2 - Pricing: Detailed pricing structure, rates, and any volume discounts

3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements

4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications

5. Schedule 5 - Locations: List of delivery locations and specific requirements for each

6. Schedule 6 - Key Personnel: Details of key personnel from both parties

7. Schedule 7 - Form of Purchase Order: Standard form of purchase order to be used

8. Schedule 8 - Quality Standards: Detailed quality requirements and testing procedures

9. Appendix A - Contact Details: Contact information for key representatives from both parties

10. Appendix B - Reporting Requirements: Templates and requirements for regular reporting

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Construction

Healthcare

Food and Beverage

Telecommunications

Energy

Automotive

Electronics

Pharmaceuticals

Consumer Goods

Industrial Supply

Agriculture

Mining

Relevant Teams

Legal

Procurement

Supply Chain

Finance

Operations

Compliance

Risk Management

Commercial

Vendor Management

Business Development

Contract Management

Relevant Roles

Procurement Manager

Supply Chain Director

Legal Counsel

Commercial Director

Operations Manager

Contract Manager

Chief Financial Officer

Purchasing Officer

Vendor Relations Manager

Risk Manager

Compliance Officer

Category Manager

Sourcing Specialist

Supply Chain Analyst

General Counsel

Business Development Manager

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary legislation governing contracts, obligations, and commercial relationships in the Philippines. Contains fundamental provisions on contract formation, validity, performance, and breach.
Consumer Act of the Philippines (Republic Act No. 7394): Provides protection against deceptive, unfair, and unconscionable sales acts and practices. Important for supplier agreements involving consumer goods or services.
Philippine Competition Act (Republic Act No. 10667): Regulates anti-competitive agreements and practices. Relevant for exclusivity clauses and pricing mechanisms in supplier agreements.
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the collection, processing, and protection of personal data. Essential if the supplier agreement involves handling of personal or sensitive information.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Provides legal framework for electronic transactions and digital signatures. Important for modern supplier agreements executed or performed electronically.
Price Act (Republic Act No. 7581): Regulates price controls and price-related practices. Relevant for pricing provisions in supplier agreements.
Intellectual Property Code (Republic Act No. 8293): Governs intellectual property rights and their protection. Important for provisions dealing with IP rights, licensing, and technology transfer.
National Internal Revenue Code: Contains provisions on taxation, VAT, and other fiscal matters that need to be considered in pricing and payment terms.
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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