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1. Parties: Identification of the contracting parties with full legal names, registration details, and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Details of the procurement relationship, including products/services covered
5. Ordering Process: Procedures for placing and accepting orders, including any minimum purchase commitments
6. Pricing and Payment Terms: Pricing structure, payment terms, invoicing requirements, and currency specifications
7. Delivery and Acceptance: Terms for delivery, inspection, acceptance criteria, and rejection procedures
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties: Vendor warranties regarding products/services, including quality and compliance warranties
10. Vendor Obligations: Key responsibilities and commitments of the vendor
11. Customer Obligations: Key responsibilities and commitments of the customer
12. Compliance with Laws: Obligations regarding legal compliance, including specific German law requirements
13. Intellectual Property: IP rights, ownership, and licenses related to the products/services
14. Confidentiality: Protection of confidential information and trade secrets
15. Liability and Indemnification: Limitation of liability and indemnification obligations
16. Term and Termination: Duration of agreement and termination rights
17. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
18. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Data Protection: Detailed GDPR compliance terms - required if personal data is processed
2. Insurance: Insurance requirements - recommended for high-value or high-risk supplies
3. Business Continuity: Business continuity and disaster recovery requirements - important for critical suppliers
4. Environmental Compliance: Environmental standards and sustainability requirements - relevant for manufacturing or chemical supplies
5. Security Requirements: IT and physical security requirements - needed for technology vendors or those with facility access
6. Export Control: Export control compliance - required for international trade or controlled goods
7. Service Levels: Service level agreements (SLAs) - necessary for service providers
8. Audit Rights: Audit and inspection rights - important for regulated industries or critical suppliers
1. Schedule 1 - Products/Services Specification: Detailed description of products or services being procured
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, measurement criteria, and penalties/rewards
4. Schedule 4 - Technical Requirements: Technical specifications and standards for products/services
5. Schedule 5 - Approved Subcontractors: List of approved subcontractors and their scope of work
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
7. Schedule 7 - Quality Management Requirements: Detailed quality management procedures and standards
8. Appendix A - Contact Details: Key contacts and escalation procedures for both parties
9. Appendix B - Form of Purchase Order: Standard purchase order template to be used
10. Appendix C - Acceptance Testing Procedures: Detailed procedures for acceptance testing of deliverables
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