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The Supply Framework Agreement is utilized when parties intend to establish a long-term supply relationship with multiple transactions over time, rather than a one-off purchase arrangement. This document type is particularly relevant in the Philippine business context, where it must comply with local commercial laws including the Civil Code of the Philippines and relevant trade regulations. The agreement typically includes core terms that will apply to all future supply transactions, such as ordering procedures, general obligations, quality requirements, and risk allocation, while allowing flexibility in specific terms like quantity and delivery dates that can be agreed upon for each individual order. It's especially useful for businesses seeking to streamline their procurement processes while maintaining legal certainty and commercial flexibility in their supply chain relationships.

1. Parties: Identification of the supplier and buyer entities, including their complete legal names, addresses, and registration details

2. Background: Context of the framework agreement, relationship between parties, and general purpose of the arrangement

3. Definitions: Defined terms used throughout the agreement, ensuring consistent interpretation

4. Framework Structure: Explanation of how the framework operates, including its non-exclusive nature and no-commitment basis if applicable

5. Ordering Process: Procedures for placing orders, acceptance/rejection of orders, and formation of individual supply contracts

6. Prices and Payment: Pricing mechanism, payment terms, invoicing requirements, and price review provisions

7. Duration and Termination: Term of the framework agreement, renewal provisions, and termination rights

8. Quality and Standards: Quality requirements, compliance with standards, and inspection rights

9. Delivery Terms: Delivery requirements, timing, locations, and associated responsibilities

10. Risk and Title: Transfer of risk and ownership of goods

11. Warranties: Standard warranties regarding products, capacity to contract, and quality assurance

12. Liability and Indemnity: Limitation of liability, indemnification obligations, and risk allocation

13. Force Majeure: Events excusing performance and associated procedures

14. Confidentiality: Protection of confidential information exchanged under the agreement

15. Governing Law and Disputes: Philippine law as governing law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement