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1. Parties: Identification of the supplier and purchaser, including complete legal names and addresses
2. Background: Context of the agreement, including supplier's authority to distribute medical devices and purchaser's authority to procure
3. Definitions: Detailed definitions of technical terms, regulatory references, and key concepts used in the agreement
4. Scope of Supply: Detailed description of medical devices to be supplied, including specifications and quantities
5. Regulatory Compliance: Obligations regarding FDA Philippines regulations, permits, and certificates
6. Quality Requirements: Quality standards, testing procedures, and acceptance criteria
7. Ordering and Delivery: Process for placing orders, delivery timeframes, and logistics requirements
8. Price and Payment: Pricing structure, payment terms, and invoicing procedures
9. Warranties and Quality Assurance: Product warranties, quality guarantees, and defect remediation processes
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Liability and Indemnification: Risk allocation, liability limitations, and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. International Shipping Terms: Required if supplier is based outside Philippines, including Incoterms and import requirements
2. Technical Support Services: Include when supplier provides installation, maintenance, or training services
3. Storage and Handling Requirements: Necessary for devices requiring specific temperature control or special handling
4. Consignment Stock Arrangements: Include if devices will be stored at purchaser's facility before purchase
5. Emergency Supply Provisions: Required for critical medical devices or public health facilities
6. Data Protection: Include if the devices collect or process patient data
7. Insurance Requirements: Detailed insurance obligations beyond standard liability coverage
8. Exclusivity Arrangements: Include if there are territorial or customer restrictions
9. Product Training: Required when devices need specialized training for safe operation
10. Recall Procedures: Detailed procedures for product recalls beyond standard warranty provisions
1. Schedule 1 - Product Specifications: Detailed technical specifications of all medical devices covered by the agreement
2. Schedule 2 - Pricing Schedule: Comprehensive pricing details, including volume discounts and price adjustment mechanisms
3. Schedule 3 - Quality Standards and Testing Procedures: Detailed quality control procedures and acceptance testing protocols
4. Schedule 4 - Delivery Schedule and Locations: Specific delivery locations, timeframes, and logistics requirements
5. Schedule 5 - Required Certifications and Documentation: List of required regulatory certificates, permits, and documentation
6. Schedule 6 - Service Level Agreement: Performance metrics and response times for technical support if applicable
7. Schedule 7 - Storage and Handling Specifications: Detailed requirements for storage, handling, and maintenance of devices
8. Appendix A - Forms and Templates: Standard forms for purchase orders, quality reports, and incident reporting
9. Appendix B - Contact Details: Key contact persons and escalation matrix for both parties
10. Appendix C - Compliance Checklist: Checklist of regulatory and quality compliance requirements
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