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Long Term Supplier Agreement
1. Parties: Identification of the supplier and customer, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the supply arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of products/services to be supplied, including quality standards and specifications
5. Ordering Process: Procedures for placing and accepting orders, including lead times and minimum order quantities
6. Delivery Terms: Delivery conditions, Incoterms, packaging requirements, and transfer of risk
7. Price and Payment: Pricing structure, payment terms, invoicing process, and price adjustment mechanisms
8. Quality Requirements: Quality standards, inspection rights, acceptance criteria, and quality control procedures
9. Warranties: Product/service warranties, warranty period, and remedy procedures
10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
11. Term and Termination: Duration of agreement, renewal terms, and termination rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Exclusive Supply: Used when supplier is granted exclusivity or customer commits to minimum purchase obligations
2. Innovation and Development: Include when parties collaborate on product development or improvements
3. Environmental Compliance: Required for environmentally sensitive products or when customer has specific sustainability requirements
4. Data Protection: Include when personal data processing is involved in the supply relationship
5. Insurance: Detailed insurance requirements for high-value or high-risk supplies
6. Business Continuity: Include for critical supplies requiring disaster recovery and business continuity plans
7. Compliance with Laws: Detailed compliance obligations for regulated products or services
8. Key Performance Indicators: Include when specific performance metrics are tracked with consequences
1. Product Specifications: Detailed technical specifications of products to be supplied
2. Pricing Schedule: Detailed pricing information, including volume discounts and price adjustment formulas
3. Service Levels: Specific performance metrics and service level requirements
4. Quality Manual: Detailed quality control procedures and requirements
5. Operating Procedures: Detailed procedures for ordering, delivery, and returns
6. Key Contacts: List of key personnel and escalation procedures
7. Approved Production Facilities: List of authorized manufacturing or service delivery locations
8. Form of Purchase Order: Standard form for placing orders under the agreement
Authors
Applicable Law
Business Day
Confidential Information
Defect
Delivery Date
Delivery Location
Delivery Terms
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Invoice
Minimum Order Quantity
Order
Order Confirmation
Products
Product Specifications
Price
Purchase Order
Quality Standards
Related Party
Representatives
Services
Service Levels
Specifications
Supplier Personnel
Supply Schedule
Term
Territory
Third Party
Working Hours
Warranty Period
Lead Time
Material Adverse Change
Acceptance Criteria
Affiliate
Change Control Procedure
Commencement Date
Commercially Reasonable Efforts
Compliance Requirements
Contract Year
Customer Materials
Damages
Dispute
Documentation
Emergency
Environmental Requirements
Forecast
Good Faith
Governing Law
Insolvency Event
Key Performance Indicators
Liability
Notice
Payment Terms
Quality Manual
Regulatory Requirements
Safety Requirements
Subcontractor
Technical Standards
VAT
Supply Obligations
Ordering Process
Delivery
Price and Payment
Invoicing
Quality Requirements
Product Specifications
Warranties
Acceptance Testing
Performance Standards
Service Levels
Key Performance Indicators
Title and Risk
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Insurance
Liability
Indemnification
Term and Duration
Termination
Exit Management
Business Continuity
Change Control
Audit Rights
Compliance with Laws
Anti-Corruption
Environmental Compliance
Health and Safety
Personnel
Subcontracting
Assignment
Non-Competition
Exclusivity
Reporting
Record Keeping
Dispute Resolution
Governing Law
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Language
Relationship of Parties
Announcements
Costs
Further Assurance
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