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Master Supplier Agreement
"I need a Master Supplier Agreement under German law for a manufacturing company purchasing electronic components, with specific emphasis on quality control requirements and compliance with the Supply Chain Due Diligence Act, to be implemented by March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Scope of Agreement: Framework terms for the supply relationship and process for individual orders
5. Ordering Process: Procedures for placing and accepting orders, including form of purchase orders
6. Supply Obligations: Core obligations of the supplier including quality, timing, and delivery requirements
7. Quality Requirements: Quality standards, inspections, and quality management systems
8. Prices and Payment: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions
9. Delivery and Risk: Delivery terms, transfer of risk, and Incoterms where applicable
10. Acceptance and Rejection: Criteria and procedures for acceptance testing and rejection of deliverables
11. Warranties: Supplier warranties and representations regarding goods/services
12. Liability and Indemnification: Liability provisions, limitations, and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Intellectual Property Rights: IP ownership, licenses, and infringement provisions
15. Confidentiality: Protection of confidential information and trade secrets
16. Data Protection: GDPR compliance and data processing obligations
17. Term and Termination: Duration, renewal, and termination provisions
18. Force Majeure: Force majeure events and consequences
19. Compliance with Laws: General compliance obligations including LkSG requirements
20. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
21. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Supply Chain Due Diligence: Detailed LkSG compliance section for suppliers meeting threshold requirements
2. Environmental Compliance: Specific environmental obligations for environmentally sensitive goods/services
3. Import/Export Controls: For international supply relationships involving controlled goods
4. Service Levels: For services or complex supply arrangements requiring specific performance metrics
5. Business Continuity: For critical suppliers or high-risk supply arrangements
6. Subcontracting: Where supplier may need to use subcontractors
7. Parent Company Guarantee: Where additional financial security is required
8. Personnel Requirements: For service contracts involving on-site or dedicated personnel
9. Information Security: For supplies involving IT systems or sensitive data processing
10. Anti-Corruption: Enhanced provisions for high-risk jurisdictions or government-related contracts
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or special pricing arrangements
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, measurement criteria, and remedies
4. Schedule 4 - Quality Requirements: Specific quality standards, testing procedures, and acceptance criteria
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Technical Requirements: Technical specifications and requirements
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
8. Schedule 8 - Business Continuity Requirements: Detailed business continuity and disaster recovery requirements
9. Schedule 9 - Form of Purchase Order: Standard form for individual orders under the agreement
10. Schedule 10 - Compliance Requirements: Detailed compliance obligations including supply chain due diligence requirements
Authors
Affiliate
Agreement
Applicable Laws
Background IP
Business Day
Confidential Information
Customer
Customer Materials
Data Protection Laws
Defect
Deliverables
Delivery Date
Delivery Location
Effective Date
Force Majeure Event
Goods
Good Industry Practice
Intellectual Property Rights
Invoice
LkSG Requirements
Order
Parties
Personal Data
Price
Purchase Order
Quality Standards
Representatives
Services
Service Levels
Specifications
Supplier
Supplier Personnel
Supply Chain
Term
Territory
Third Party
Working Day
Warranty Period
Working Hours
Scope of Agreement
Term and Duration
Supply Obligations
Ordering Process
Delivery
Price and Payment
Quality Requirements
Inspection and Testing
Acceptance
Title and Risk
Warranties
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Liability and Indemnification
Insurance
Compliance with Laws
Supply Chain Due Diligence
Anti-Corruption
Environmental Compliance
Health and Safety
Labor Standards
Subcontracting
Change Control
Audit Rights
Records and Reports
Business Continuity
Termination
Exit Management
Assignment and Transfer
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Third Party Rights
Waiver
Amendments
Counterparts
Manufacturing
Automotive
Chemical
Technology
Retail
Industrial
Consumer Goods
Pharmaceuticals
Electronics
Energy
Telecommunications
Food and Beverage
Construction
Logistics
Healthcare
Legal
Procurement
Supply Chain
Operations
Finance
Compliance
Risk Management
Commercial
Vendor Management
Quality Assurance
Procurement Manager
Supply Chain Director
Legal Counsel
Commercial Director
Chief Procurement Officer
Purchasing Manager
Contract Manager
Vendor Manager
Supply Chain Manager
Operations Director
Chief Legal Officer
Sourcing Manager
Compliance Officer
Risk Manager
Category Manager
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