A Framework Supply Agreement is essential for businesses requiring a structured approach to recurring supply relationships. This agreement, governed by English and Welsh law, provides a master framework under which parties can efficiently conduct multiple transactions without negotiating new terms each time. It typically includes essential elements such as ordering procedures, pricing mechanisms, quality standards, and delivery requirements, while ensuring compliance with UK commercial regulations. The framework nature allows for flexibility in volumes and timing while maintaining consistent terms across all transactions.
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1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Supply Obligations: Core supply terms and delivery requirements
5. Pricing and Payment: Price calculation, payment terms and invoicing
6. Quality Requirements: Quality standards and specifications
7. Term and Termination: Duration and termination provisions
8. Liability and Indemnities: Allocation of risks and liability caps
9. Force Majeure: Provisions for unforeseen circumstances preventing performance
10. Confidentiality: Protection of confidential information
11. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Exclusivity: Used when supplier is granted exclusive rights or territories
2. Minimum Purchase Obligations: Minimum order commitments and consequences of failure to meet them
3. Service Levels: Performance metrics, KPIs and related remedies
4. Data Protection: Specific provisions for handling personal data under UK GDPR
5. Anti-Bribery and Modern Slavery: Compliance with anti-corruption and modern slavery legislation
1. Schedule 1 - Products: Detailed list of products/services covered under the agreement
2. Schedule 2 - Pricing: Detailed pricing structure, mechanisms and review provisions
3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods and remedies
4. Schedule 4 - Technical Specifications: Detailed product specifications and quality standards
5. Schedule 5 - Order Process: Detailed ordering procedures and requirements
6. Schedule 6 - Key Personnel: List of key contacts and responsible personnel from both parties
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