The Module Supply Agreement is designed for use in commercial relationships where one party supplies manufactured modules or modular components to another party for integration into larger systems or products. This agreement is particularly relevant in the Irish market and complies with both Irish national law and applicable EU regulations. It typically includes detailed specifications, quality standards, delivery terms, warranty provisions, and intellectual property rights. The agreement is structured to address the complexities of modern supply chains while ensuring compliance with Irish consumer protection laws, product safety standards, and commercial regulations. It's especially important when the supplied modules are critical components or require specific technical compliance.
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1. Parties: Identification of supplier and purchaser with full legal details
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Supply Obligations: Core obligations of supplier to provide modules and purchaser to accept them
5. Ordering Process: Procedures for placing and accepting orders, lead times, forecasting
6. Price and Payment: Pricing structure, payment terms, invoicing procedures
7. Delivery and Acceptance: Delivery terms, acceptance testing procedures, rejection rights
8. Quality Requirements: Quality standards, testing procedures, warranties
9. Warranty and Defects: Warranty terms, defect resolution process, remedies
10. Intellectual Property: IP ownership, licenses, infringement provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability, indemnification obligations
13. Term and Termination: Duration, renewal, termination rights and consequences
14. Force Majeure: Events excusing performance, notification requirements
15. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Minimum Purchase Commitments: Include when there are guaranteed purchase volumes or exclusivity arrangements
2. Development Services: Include if supplier will customize or develop new modules
3. Tooling and Equipment: Include if specific tooling or equipment is required for manufacturing
4. Environmental Compliance: Include detailed environmental requirements if modules contain regulated materials
5. Insurance Requirements: Include detailed insurance obligations for high-value or high-risk supplies
6. Source Code Escrow: Include if modules contain software components requiring source code protection
7. Change Control: Include formal change management process for complex supply relationships
8. Business Continuity: Include disaster recovery and business continuity requirements for critical supplies
1. Schedule 1 - Product Specifications: Detailed technical specifications of modules
2. Schedule 2 - Pricing Schedule: Detailed pricing, including volume discounts and price adjustment mechanisms
3. Schedule 3 - Service Levels: Performance metrics, KPIs, and related remedies
4. Schedule 4 - Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Forecast and Order Procedures: Detailed procedures for forecasting and ordering
6. Schedule 6 - Support and Maintenance: Support services, maintenance procedures, and response times
7. Appendix A - Approved Manufacturing Facilities: List of approved manufacturing locations
8. Appendix B - Key Personnel: List of key contacts and responsible personnel
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