Master Supplier Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Master Supplier Agreement serves as the primary contractual framework for establishing and managing long-term supply relationships under German law. It is typically used when a company expects to make multiple purchases from a supplier over time and needs a comprehensive agreement that sets out the fundamental terms governing all future transactions. The document incorporates essential requirements under German commercial and civil law, including specific provisions required by the German Supply Chain Due Diligence Act (LkSG) and EU regulations. It establishes processes for ordering, quality control, and risk allocation, while leaving specific details of individual purchases to be determined through purchase orders. This type of agreement is particularly important for businesses operating in Germany or with German counterparties, as it ensures compliance with local legal requirements while providing a flexible framework for ongoing commercial relationships.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Automotive

Chemical

Technology

Retail

Industrial

Consumer Goods

Pharmaceuticals

Electronics

Energy

Telecommunications

Food and Beverage

Construction

Logistics

Healthcare

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Finance

Compliance

Risk Management

Commercial

Vendor Management

Quality Assurance

Relevant Roles

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

Industries
Bürgerliches Gesetzbuch (BGB): German Civil Code - Contains fundamental contract law principles, including formation, performance, breach, and remedies
Handelsgesetzbuch (HGB): German Commercial Code - Governs commercial transactions between businesses, including specific provisions for merchant relationships
Produkthaftungsgesetz (ProdHaftG): Product Liability Act - Regulates liability for defective products and related damages
EU General Data Protection Regulation (GDPR): Regulates data protection and privacy in the EU, crucial for any data processing aspects of the supplier relationship
Gesetz gegen den unlauteren Wettbewerb (UWG): Act Against Unfair Competition - Ensures fair commercial practices and protects against unfair competition
Gesetz zur Regelung des Rechts der Allgemeinen Geschäftsbedingungen (AGB-Recht): Standard Terms and Conditions Law - Regulates the use and content of standard business terms in contracts
Mindestlohngesetz (MiLoG): Minimum Wage Act - Ensures compliance with minimum wage requirements for any service providers
Arbeitsschutzgesetz (ArbSchG): Occupational Safety and Health Act - Relevant for ensuring proper working conditions in supply relationships
EU Supply Chain Due Diligence Act: Requires companies to conduct due diligence regarding human rights and environmental standards in their supply chains
Lieferkettensorgfaltspflichtengesetz (LkSG): German Supply Chain Due Diligence Act - Implements supply chain compliance requirements for German companies
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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