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Sole Supply Agreement
"I need a Sole Supply Agreement for my manufacturing company to be the exclusive supplier of automotive parts to a major car manufacturer in the UK, with minimum purchase commitments and quality control provisions, starting from March 2025."
1. Parties: Identification and details of the supplier and purchaser
2. Background: Context of the agreement and commercial relationship
3. Definitions: Key terms used throughout the agreement
4. Supply Obligations: Core obligations including exclusivity commitments
5. Ordering Process: Procedure for placing and accepting orders
6. Pricing and Payment: Price setting, payment terms, and invoicing procedures
7. Delivery: Delivery terms, timelines, and logistics arrangements
8. Quality and Specifications: Product standards and quality requirements
9. Term and Termination: Duration and termination provisions
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Minimum Purchase Commitments: Optional section for when supplier requires specific volume commitments or minimum order quantities
2. Territory Restrictions: Optional section for defining geographical limitations on supply, typically used in international or region-specific arrangements
3. Intellectual Property: Optional section covering IP ownership and licensing provisions when branded products or proprietary technology are involved
4. Data Protection: Optional section detailing data handling and privacy obligations when personal data processing is involved
5. Change Control: Optional section defining process for varying specifications or terms, typically used in long-term or complex supply arrangements
1. Product Specifications Schedule: Detailed technical specifications of products to be supplied
2. Pricing Schedule: Detailed pricing structure and any volume discounts
3. Service Levels Schedule: Performance metrics and measurement criteria
4. Order Form Template: Standard form for placing orders under the agreement
5. Quality Standards Schedule: Detailed quality requirements and testing procedures
6. Key Personnel Schedule: Contact details for key relationship managers from both parties
Authors
Business Day
Commencement Date
Confidential Information
Contract Year
Delivery Location
Delivery Terms
Effective Date
Exclusive Territory
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Minimum Purchase Commitment
Order
Prices
Products
Product Specifications
Purchase Order
Quality Standards
Quarter
Related Parties
Representatives
Service Levels
Specification
Supply Period
Term
Territory
VAT
Working Hours
Year
Supply Obligations
Ordering Process
Pricing and Payment
Delivery
Quality Standards
Minimum Purchase Commitments
Product Specifications
Term and Duration
Termination
Force Majeure
Warranties
Indemnities
Limitation of Liability
Confidentiality
Intellectual Property
Data Protection
Competition Law Compliance
Insurance
Record Keeping
Audit Rights
Change Control
Assignment and Subcontracting
Force Majeure
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Dispute Resolution
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