Supply Framework Agreement Template for Malaysia

The Supply Framework Agreement serves as a master agreement governing the recurring supply of goods between commercial parties in Malaysia. It is particularly useful for businesses engaging in regular trading relationships where multiple transactions will occur over time. The document establishes the fundamental commercial and legal framework while allowing flexibility for specific orders through purchase order mechanisms. This type of agreement is essential for businesses seeking to streamline their procurement processes while maintaining clear legal protections under Malaysian law. The agreement typically includes provisions for ordering procedures, pricing mechanisms, quality standards, and risk allocation, while ensuring compliance with Malaysian commercial regulations including the Contracts Act 1950 and Sale of Goods Act 1957.

1. Parties: Identification of the supplier and buyer entities, including registration numbers and registered addresses

2. Background: Context of the agreement, relationship between parties, and general intent of the framework arrangement

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and hierarchy of documents

4. Framework Structure: Overview of how the framework operates, including purchase order mechanisms and term of agreement

5. Ordering Process: Detailed process for placing, accepting, and fulfilling orders under the framework

6. Pricing and Payment: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions

7. Delivery and Acceptance: Terms for delivery, inspection, acceptance criteria, and rejection rights

8. Quality and Standards: Quality requirements, compliance with standards, and quality assurance processes

9. Warranties and Representations: Standard warranties regarding products, capacity to contract, and compliance with laws

10. Title and Risk: Transfer of ownership and risk in the goods

11. Compliance with Laws: Obligations to comply with applicable Malaysian laws and regulations

12. Liability and Indemnity: Limitation of liability, indemnification obligations, and insurance requirements

13. Confidentiality: Protection of confidential information and trade secrets

14. Term and Termination: Duration of agreement, renewal provisions, and termination rights

15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law