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Sole Supply Agreement Template for Australia

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Key Requirements PROMPT example:

Sole Supply Agreement

"I need a Sole Supply Agreement for my manufacturing company to be the exclusive supplier of automotive components to a major car manufacturer in Australia, with the agreement to commence on March 1, 2025, including quality control requirements and minimum purchase commitments."

Document background
The Sole Supply Agreement is a specialized commercial contract used when a business wishes to establish an exclusive supply relationship with another party in Australia. This document is particularly relevant when a purchaser commits to sourcing specific products or services exclusively from a single supplier, or when a supplier agrees to provide goods or services exclusively to one purchaser within a defined territory. The agreement encompasses critical commercial terms including pricing structures, quality requirements, minimum purchase or supply commitments, and delivery obligations. It must be carefully drafted to comply with Australian competition law, particularly the Competition and Consumer Act 2010, to ensure the exclusive arrangement doesn't breach anti-competitive provisions. The document typically includes detailed schedules for products, pricing, and service levels, making it suitable for long-term supply relationships where certainty and clarity of obligations are essential.
Suggested Sections

1. Parties: Identification and details of the supplier and purchaser

2. Background: Context of the agreement, relationship between parties, and purpose of the sole supply arrangement

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Supply Obligations: Core obligations of supplier, including exclusivity provisions and minimum supply commitments

5. Purchase Obligations: Purchaser's obligations, including minimum purchase commitments and exclusivity requirements

6. Ordering Process: Procedures for placing and accepting orders, lead times, and delivery terms

7. Price and Payment: Pricing structure, payment terms, invoicing, and price adjustment mechanisms

8. Quality Requirements: Product specifications, quality standards, and compliance requirements

9. Delivery and Risk: Delivery terms, transfer of risk, acceptance procedures

10. Term and Termination: Duration of agreement, renewal provisions, and termination rights

11. Warranties: Product warranties, supplier representations, and quality guarantees

12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations

13. Confidentiality: Protection of confidential information and trade secrets

14. Force Majeure: Events excusing performance and consequences

15. Dispute Resolution: Process for resolving disputes between parties

16. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Performance Targets: Specific KPIs and service levels, used when performance measurement is critical

2. Research and Development: Provisions for product development and improvement, relevant for technical or evolving products

3. Marketing and Promotion: Requirements for marketing support and brand promotion, important for consumer products

4. Insurance: Specific insurance requirements, particularly relevant for high-value or high-risk products

5. Intellectual Property: IP ownership and licensing provisions, important when proprietary products are involved

6. Export/Import Requirements: International trade compliance, needed for cross-border supply arrangements

7. Environmental Compliance: Environmental standards and requirements, important for products with environmental impact

8. Change Control: Process for managing changes to specifications or requirements, important for complex products

9. Business Continuity: Disaster recovery and business continuity requirements, crucial for critical supply relationships

10. Anti-corruption Compliance: Anti-bribery and corruption provisions, particularly important for international arrangements

Suggested Schedules

1. Schedule 1 - Products: Detailed list and specifications of products covered by the agreement

2. Schedule 2 - Pricing: Price list, discount structures, and price review mechanisms

3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards for products

5. Schedule 5 - Quality Control Procedures: Quality assurance processes and testing requirements

6. Schedule 6 - Ordering Procedure: Detailed ordering process, including forms and systems

7. Schedule 7 - Key Personnel: Contact details and responsibilities of key personnel

8. Schedule 8 - Reporting Requirements: Format and frequency of required reports

9. Appendix A - Form of Purchase Order: Standard form purchase order template

10. Appendix B - Compliance Certificates: Required compliance and certification documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

















































Clauses



















































Relevant Industries

Manufacturing

Retail

Automotive

Healthcare

Pharmaceuticals

Food and Beverage

Technology

Industrial

Consumer Goods

Electronics

Construction

Chemical

Energy

Telecommunications

Agriculture

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Finance

Risk Management

Quality Assurance

Logistics

Commercial

Business Development

Sales

Vendor Management

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Operations Manager

Business Development Manager

Chief Financial Officer

Risk Manager

Quality Assurance Manager

Logistics Manager

Category Manager

Vendor Relations Manager

Sales Director

Chief Operating Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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