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Material Supply Agreement
"I need a Material Supply Agreement under German law for supplying automotive components to a manufacturer in Bavaria, with specific quality requirements and compliance with ISO/TS 16949 standards, planned to commence from March 2025."
1. Parties: Identification and details of the supplier and buyer, including registered addresses and company registration numbers
2. Background: Context of the agreement, brief description of the parties' business relationship and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including Products, Specifications, Delivery Terms, etc.
4. Supply Obligations: Core obligations of the supplier, including quality standards, quantities, and delivery commitments
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities and lead times
6. Price and Payment: Product pricing, payment terms, invoicing procedures, and any price adjustment mechanisms
7. Delivery and Risk: Delivery terms (usually referring to Incoterms), transfer of risk, and shipping requirements
8. Quality Requirements: Product specifications, quality standards, testing procedures, and acceptance criteria
9. Warranties: Supplier's warranties regarding product quality, compliance with specifications, and fitness for purpose
10. Non-Conforming Products: Procedures for handling defective or non-conforming products, including rejection rights and remedies
11. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
13. Confidentiality: Protection of confidential information exchanged between the parties
14. Force Majeure: Events excusing performance and procedures for handling force majeure situations
15. Governing Law and Jurisdiction: Choice of German law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and entire agreement
1. Forecast Requirements: Used when regular supply requires advance planning - includes provisions for rolling forecasts and binding periods
2. Consignment Stock: Include when supplier maintains stock at buyer's premises, addressing ownership, risk, and inventory management
3. Intellectual Property Rights: Necessary when products involve IP rights or when custom products are being developed
4. Tooling Provisions: Required when specific tools or equipment are needed for production, addressing ownership and maintenance
5. Quality Assurance Agreement: For industries with strict quality requirements (e.g., automotive, pharmaceutical), detailing quality management systems
6. Business Continuity: Important for critical supplies, describing backup plans and disaster recovery procedures
7. Compliance with Laws: Expanded section needed for heavily regulated industries or when specific regulatory compliance is critical
8. Environmental Requirements: Include when environmental considerations are important or required by industry standards
9. Insurance Requirements: Detailed insurance provisions needed for high-value or high-risk supplies
1. Product Specification: Detailed technical specifications of the products to be supplied
2. Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Service Levels: Performance metrics and service level requirements including delivery times
5. Key Contacts: List of key personnel and their roles for both parties
6. Form of Purchase Order: Template for standard purchase orders to be used under the agreement
7. Technical Requirements: Detailed technical requirements for product manufacturing or handling
8. Approved Production Facilities: List of approved manufacturing locations and any subcontractors
Authors
Manufacturing
Automotive
Chemical
Electronics
Industrial Equipment
Pharmaceuticals
Construction Materials
Aerospace
Medical Devices
Raw Materials Processing
Textiles
Food & Beverage
Legal
Procurement
Supply Chain
Quality Assurance
Operations
Commercial
Risk Management
Compliance
Manufacturing
Finance
Procurement Manager
Supply Chain Director
Legal Counsel
Commercial Director
Quality Assurance Manager
Operations Manager
Contract Manager
Purchasing Director
Sourcing Manager
Production Manager
Risk Manager
Compliance Officer
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