Sole Supply Agreement Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
The Sole Supply Agreement is utilized when parties wish to establish an exclusive supply relationship, typically in situations requiring guaranteed supply chain security or volume commitments. The agreement, governed by English and Welsh law, comprehensively addresses commercial terms, regulatory compliance (particularly competition law), quality standards, and risk allocation. This document type is especially relevant in industries where consistent supply, quality control, and long-term relationships are crucial for business operations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Competition Act 1998: Primary UK legislation governing competition law, prohibiting anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Legislation dealing with merger control and market investigations in the UK

Article 101 TFEU: EU legislation still relevant post-Brexit for agreements affecting EU trade, prohibiting anti-competitive agreements

VABER: Vertical Agreements Block Exemption Regulation providing safe harbor for certain vertical agreements

Consumer Rights Act 2015: Key legislation governing B2C contracts and unfair terms in consumer contracts

Unfair Contract Terms Act 1977: Controls unfair terms in contracts, particularly exclusion and limitation clauses

Sale of Goods Act 1979: Governs contracts for the sale of goods, including implied terms about quality and fitness for purpose

Supply of Goods and Services Act 1982: Regulates contracts for the supply of goods and services, including implied terms

Commercial Agents Regulations 1993: Implements EU Directive on commercial agents, protecting agents' rights

Late Payment of Commercial Debts Act 1998: Provides for interest on late payments in commercial transactions

UK-EU Trade and Cooperation Agreement: Post-Brexit trade agreement governing UK-EU trade relations

Trade Act 2021: Framework for implementing international trade agreements post-Brexit

UK GDPR: Data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, complementing UK GDPR

Trade Marks Act 1994: Governs the registration and protection of trademarks in the UK

Copyright, Designs and Patents Act 1988: Primary legislation for intellectual property rights protection in the UK

Civil Procedure Rules: Rules governing civil litigation in England and Wales

Arbitration Act 1996: Framework for arbitration proceedings as an alternative to court litigation

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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