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Sole Supply Agreement
"I need a Sole Supply Agreement for my Malaysian manufacturing company to be the exclusive supplier of automotive parts to a major car manufacturer in Selangor, with the agreement starting from March 2025 and including minimum purchase commitments and quality control requirements."
1. Parties: Identification and details of the supplier and buyer
2. Background: Context of the agreement and business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier including exclusivity provisions
5. Purchase Obligations: Buyer's commitments including minimum purchase requirements
6. Ordering Process: Procedures for placing and fulfilling orders
7. Pricing and Payment: Price structure, payment terms, and invoicing requirements
8. Delivery and Risk: Delivery terms, transfer of risk, and acceptance procedures
9. Quality Requirements: Product specifications, quality standards, and compliance requirements
10. Term and Termination: Duration of agreement and termination provisions
11. Warranties: Product warranties and quality guarantees
12. Liability and Indemnity: Limitation of liability and indemnification provisions
13. Confidentiality: Protection of confidential information
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Application of Malaysian law and dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Intellectual Property Rights: Required when the supply involves branded products or licensed technology
2. Storage and Warehousing: Include when supplier maintains inventory for the buyer
3. Insurance Requirements: Detailed insurance obligations beyond standard coverage
4. Performance Metrics: Specific KPIs and service levels when performance monitoring is critical
5. Environmental Compliance: Required for industries with specific environmental regulations
6. Export/Import Controls: Include for international supply arrangements
7. Data Protection: Required when personal data processing is involved
8. Anti-Corruption Compliance: Enhanced compliance provisions for high-risk industries or government contracts
9. Change Control: Formal process for managing changes to specifications or terms
1. Schedule 1 - Product Specifications: Detailed technical specifications of products
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Delivery Locations: List of approved delivery points and specific requirements
6. Schedule 6 - Key Contacts: Contact details for key personnel from both parties
7. Schedule 7 - Order Form Template: Standard form for placing orders
8. Schedule 8 - Reporting Requirements: Templates and timing for required reports
Authors
Manufacturing
Automotive
Electronics
Fast-Moving Consumer Goods (FMCG)
Pharmaceuticals
Food and Beverage
Industrial Equipment
Chemical Industry
Telecommunications
Retail
Healthcare
Construction Materials
Energy
Agriculture
Legal
Procurement
Supply Chain
Operations
Commercial
Business Development
Sales
Risk and Compliance
Finance
Quality Assurance
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Manager
Chief Operating Officer
Purchasing Manager
Vendor Relations Manager
Sales Director
General Manager
Chief Executive Officer
Risk Manager
Compliance Officer
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