The Sole Supply Agreement is a crucial commercial contract used when establishing exclusive supply relationships in the UAE market. This document is particularly relevant when a buyer wishes to secure a dedicated supply source or when a supplier seeks to establish an exclusive distribution channel. The agreement encompasses essential elements required under UAE law, including detailed commercial terms, quality requirements, and compliance with local regulations such as the UAE Commercial Code and Competition Law. It is designed to protect both parties' interests while ensuring the arrangement doesn't violate any anti-competition provisions. The document is especially important in the UAE context, where commercial relationships often involve complex cross-border elements and require careful consideration of local agency laws and commercial practices.
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1. Parties: Identification and details of the supplier and buyer entities
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier including exclusivity provisions
5. Purchase Obligations: Core obligations of the buyer including minimum purchase commitments
6. Ordering Process: Procedures for placing and accepting orders
7. Delivery Terms: Delivery requirements, timing, and Incoterms
8. Price and Payment: Pricing structure, payment terms, and invoicing requirements
9. Quality Requirements: Product specifications and quality standards
10. Title and Risk: Transfer of ownership and risk in the products
11. Term and Termination: Duration of agreement and termination provisions
12. Warranties: Product and service warranties provided by the supplier
13. Liability and Indemnity: Allocation of risks and liability caps
14. Force Majeure: Events excusing performance of obligations
15. Confidentiality: Protection of confidential information
16. Governing Law and Jurisdiction: UAE law as governing law and dispute resolution provisions
1. Intellectual Property: IP rights and licenses - include when IP rights are relevant to the supplied products
2. Insurance: Insurance requirements - include for high-value or high-risk supplies
3. Compliance with Laws: Specific regulatory compliance obligations - include for regulated industries
4. Data Protection: Data privacy obligations - include when personal data is processed
5. Environmental Requirements: Environmental standards - include for products with environmental impact
6. Change Control: Process for changes to products/specifications - include for complex products
7. Business Continuity: Business continuity requirements - include for critical supplies
8. Anti-Corruption: Anti-bribery provisions - include for public sector or high-risk jurisdictions
9. Import/Export Controls: Trade compliance - include for international supply arrangements
1. Product Specifications: Detailed technical specifications of products
2. Pricing Schedule: Detailed pricing structure, including any volume discounts
3. Service Levels: Performance metrics and service level requirements
4. Key Performance Indicators: Specific KPIs and measurement methodology
5. Quality Standards: Detailed quality requirements and testing procedures
6. Delivery Locations: List of approved delivery locations and specific requirements
7. Contact Details: Key personnel and escalation contacts
8. Form of Purchase Order: Template purchase order form
9. Forecast Requirements: Detailed forecasting procedures and requirements
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