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Master Purchase Agreement
1. Parties: Identification of the parties entering into the agreement, including full legal names, company registration numbers, and addresses
2. Background: Context of the agreement and the parties' intention to enter into a long-term purchase relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope and Structure: Overview of the agreement's scope and its relationship with purchase orders
5. Ordering Process: Procedures for submitting and accepting purchase orders
6. Delivery Terms: Delivery conditions, timing, and Incoterms
7. Prices and Payment: Pricing mechanisms, payment terms, invoicing requirements, and late payment consequences
8. Quality and Inspection: Quality requirements, inspection rights, and acceptance procedures
9. Warranty: Warranty terms, duration, and remedy procedures
10. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
11. Term and Termination: Duration of the agreement and termination rights
12. Confidentiality: Protection of confidential information exchanged between parties
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Application of Danish law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Intellectual Property Rights: Required when purchases involve licensed products, software, or branded goods
2. Data Protection: Required when personal data processing is involved in the purchase relationship
3. Compliance: Include when specific regulatory compliance obligations need to be addressed
4. Sustainability Requirements: Include when environmental or social responsibility standards are important to the relationship
5. Service Levels: Required when the agreement includes service components or specific performance metrics
6. Exclusive Supply Provisions: Include when exclusivity arrangements are part of the commercial relationship
7. Change Management: Required for complex supply relationships where formal change procedures are needed
1. Schedule 1 - Products and Pricing: Detailed list of products and associated pricing structure
2. Schedule 2 - Technical Specifications: Detailed technical requirements and specifications for the products
3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement criteria
4. Schedule 4 - Order and Delivery Procedures: Detailed procedures for ordering, delivery, and acceptance
5. Schedule 5 - Quality Requirements: Specific quality standards, testing procedures, and acceptance criteria
6. Schedule 6 - Contact Details: Key contact persons and escalation procedures
7. Appendix A - Form of Purchase Order: Standard template for purchase orders under the agreement
8. Appendix B - Change Request Form: Template for requesting and documenting changes to the agreement or specifications
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