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Standard Supplier Agreement
"I need a Standard Supplier Agreement under Dutch law for a technology hardware supplier, with strong quality control provisions and specific requirements for handling intellectual property rights and product warranties."
1. Parties: Identification of the contracting parties with full legal names and registered addresses
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Supply: Detailed description of goods and/or services to be provided by the supplier
5. Ordering Process: Procedures for placing and accepting orders, including any minimum order requirements
6. Delivery and Acceptance: Terms relating to delivery, inspection, and acceptance of goods/services
7. Price and Payment: Pricing structure, payment terms, invoicing requirements, and any price adjustment mechanisms
8. Quality Requirements: Quality standards, specifications, and compliance requirements
9. Warranties: Supplier warranties regarding goods/services, capacity, and authority
10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
11. Insurance: Required insurance coverage and minimum limits
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of agreement, renewal terms, and termination rights
14. Force Majeure: Events excusing performance and related procedures
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Required if personal data processing is involved, addressing GDPR compliance
2. Intellectual Property: Required if IP rights are being created, licensed, or transferred
3. Service Levels: Include when specific performance metrics and remedies need to be defined
4. Business Continuity: Important for critical suppliers or high-value agreements
5. Compliance with Laws: Detailed compliance obligations for regulated industries or high-risk activities
6. Anti-Corruption: Required for international contracts or high-risk jurisdictions
7. Environmental Requirements: Important for suppliers of goods or services with environmental impact
8. Subcontracting: Include if supplier may need to subcontract certain obligations
9. Change Control: Required for long-term or complex supply arrangements
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 rates
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Technical Requirements: Detailed technical specifications and standards
5. Schedule 5 - Locations: Delivery locations and specific requirements per location
6. Schedule 6 - Key Personnel: List of key supplier personnel and their roles
7. Schedule 7 - Form of Purchase Order: Standard form for ordering under the agreement
8. Schedule 8 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
9. Schedule 9 - Business Continuity Plan: Supplier's business continuity and disaster recovery procedures
Authors
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Defect
Delivery Date
Delivery Location
Effective Date
Force Majeure Event
Goods
Good Industry Practice
Intellectual Property Rights
Key Personnel
Order
Purchase Order
Price
Quality Standards
Representatives
Services
Service Levels
Specifications
Supplier Personnel
Term
Territory
VAT
Working Hours
Working Day
Warranty Period
Acceptance Criteria
Change Request
Documentation
Emergency
Insolvency Event
Liability Cap
Material Breach
Notice
Payment Terms
Performance Standards
Records
Schedules
Subcontractor
Technical Requirements
Third Party
Definitions
Scope of Supply
Ordering Process
Delivery
Acceptance
Price and Payment
Invoicing
Quality Requirements
Service Levels
Performance Standards
Warranties
Liability
Indemnification
Insurance
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Term and Duration
Termination
Consequences of Termination
Anti-Corruption
Compliance with Laws
Health and Safety
Environmental Requirements
Audit Rights
Record Keeping
Change Control
Assignment and Subcontracting
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Business Continuity
Personnel
Training
Reporting
Documentation
Security Requirements
Export Control
Manufacturing
Technology
Retail
Professional Services
Construction
Healthcare
Energy
Telecommunications
Financial Services
Logistics
Food and Beverage
Automotive
Consumer Goods
Procurement
Legal
Finance
Operations
Supply Chain
Compliance
Risk Management
Commercial
Quality Assurance
Vendor Management
Procurement Manager
Supply Chain Director
Legal Counsel
Commercial Director
Operations Manager
Contract Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Category Manager
Vendor Manager
Business Development Manager
Quality Assurance Manager
Finance Director
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