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Special Purchase Agreement
1. Parties: Identification and details of the parties entering into the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter: Detailed description of the goods or items being purchased
5. Purchase Price: Specification of the purchase price, currency, and payment terms
6. Delivery: Delivery terms, timing, and location including transfer of risk
7. Quality and Specifications: Quality requirements and technical specifications of the purchased items
8. Warranties and Representations: Warranties provided by the seller regarding the goods
9. Inspection and Acceptance: Procedures for inspecting and accepting the delivered goods
10. Title and Risk: Transfer of ownership and risk allocation
11. Term and Termination: Duration of the agreement and termination provisions
12. Liability and Indemnification: Scope of liability and indemnification obligations
13. Force Majeure: Circumstances excusing performance and related procedures
14. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
15. Notices: How formal notices should be given between parties
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Include when the purchase involves items with IP components or licensing requirements
2. Confidentiality: Include when sensitive information will be exchanged during the purchase process
3. Insurance: Include when specific insurance requirements are needed for high-value or high-risk purchases
4. Export Control: Include when the purchase involves cross-border transfers or restricted items
5. Environmental Compliance: Include when the purchase involves items with environmental regulations or concerns
6. Data Protection: Include when personal data processing is involved in the transaction
7. Security Requirements: Include when the purchase involves sensitive or secure items
8. Training and Support: Include when the purchase includes training or support services
9. Spare Parts and Maintenance: Include when ongoing maintenance or spare parts are part of the purchase
10. Step-In Rights: Include for critical purchases where alternative supply arrangements might be needed
1. Schedule 1 - Technical Specifications: Detailed technical specifications of the purchased items
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, including any variable components
3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and milestones
4. Schedule 4 - Quality Requirements: Specific quality standards, testing procedures, and acceptance criteria
5. Schedule 5 - Warranty Terms: Detailed warranty terms and procedures
6. Appendix A - Contact Details: Key contact persons and their details for both parties
7. Appendix B - Form of Acceptance Certificate: Template for formal acceptance of delivered items
8. Appendix C - Change Order Form: Template for documenting agreed changes to specifications or terms
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