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Master Supplier Agreement
I need a Master Supplier Agreement for a Swiss pharmaceutical company purchasing laboratory equipment and maintenance services from multiple European suppliers, with specific emphasis on quality control, regulatory compliance, and data protection requirements.
1. Parties: Identification of the parties entering into the agreement, including 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: Framework terms governing the supply relationship and process for placing orders
5. Ordering Process: Procedures for submitting, accepting, and processing orders
6. Delivery and Acceptance: Terms regarding delivery timeframes, acceptance procedures, and rejection rights
7. Price and Payment: Pricing structure, payment terms, invoicing requirements, and VAT provisions
8. Supplier Obligations: Key responsibilities and commitments of the supplier
9. Customer Obligations: Key responsibilities and commitments of the customer
10. Quality Requirements: Quality standards, specifications, and quality control procedures
11. Warranties: Supplier warranties regarding products/services and general business warranties
12. Liability and Indemnification: Liability limitations, indemnification obligations, and insurance requirements
13. Intellectual Property: IP ownership, licenses, and protection provisions
14. Confidentiality: Protection and handling of confidential information
15. Data Protection: Compliance with Swiss data protection laws and data handling procedures
16. Term and Termination: Duration of agreement and termination rights
17. Force Majeure: Provisions for handling events beyond parties' reasonable control
18. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
19. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions
1. Service Levels: Include when specific performance metrics and service levels need to be maintained
2. Business Continuity: Include for critical suppliers or when supply continuity is essential
3. Compliance with Laws: Expanded section when dealing with regulated industries or specific compliance requirements
4. Environmental Requirements: Include when environmental standards or sustainability requirements are important
5. Social Responsibility: Include when corporate social responsibility commitments are required
6. Security Requirements: Include when supplier needs access to systems or sensitive information
7. Personnel Requirements: Include when supplier's personnel need specific qualifications or screening
8. Audit Rights: Include when right to audit supplier's operations or records is required
9. Parent Company Guarantee: Include when additional financial security is needed
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
2. Schedule 2 - Products/Services Description: Detailed specifications of products or services to be supplied
3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria
4. Schedule 4 - Technical Requirements: Technical specifications and standards for products/services
5. Schedule 5 - Key Personnel: Details of key supplier personnel assigned to the agreement
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Form of Purchase Order: Template purchase order form to be used
8. Schedule 8 - Compliance Requirements: Detailed compliance obligations and procedures
9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
10. Appendix B - Data Processing Agreement: Detailed data protection and processing terms compliant with Swiss law
Authors
Manufacturing
Technology
Retail
Pharmaceuticals
Financial Services
Industrial
Telecommunications
Consumer Goods
Energy
Healthcare
Automotive
Electronics
Chemical
Food and Beverage
Construction
Legal
Procurement
Supply Chain
Finance
Operations
Compliance
Risk Management
Commercial
Vendor Management
Contract Management
Chief Procurement Officer
Procurement Manager
Supply Chain Director
Legal Counsel
Contract Manager
Commercial Director
Operations Manager
Risk Manager
Compliance Officer
Finance Director
Category Manager
Vendor Manager
Chief Financial Officer
General Counsel
Purchasing Officer
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