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1. Parties: Identification and details of the contracting parties (supplier and recipient), including full legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the contract, ensuring consistent interpretation
4. Subject Matter of Contract: Detailed description of goods to be delivered, including specifications, quantities, and quality requirements
5. Delivery Terms: Specific arrangements for delivery including timing, location, and Incoterms if applicable
6. Prices and Payment Terms: Pricing structure, payment schedule, invoicing requirements, and payment methods
7. Quality and Inspection: Quality standards, inspection procedures, and acceptance criteria
8. Transfer of Risk and Title: Provisions regarding when risk and ownership transfer from supplier to recipient
9. Warranty and Liability: Warranty terms, liability limitations, and remedies for defective goods
10. Term and Termination: Duration of the contract and conditions for termination
11. Force Majeure: Circumstances excusing performance and related procedures
12. Confidentiality: Protection of confidential information exchanged during the contract
13. Applicable Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Final Provisions: Miscellaneous legal provisions including severability and entire agreement clauses
1. Insurance Requirements: Detailed insurance obligations, recommended for high-value deliveries or hazardous goods
2. Intellectual Property Rights: Necessary when delivered goods involve IP rights or licensed technology
3. Compliance with Laws: Specific section on regulatory compliance, important for regulated industries or international deliveries
4. Subcontracting: Include when supplier may need to use subcontractors for delivery
5. Performance Guarantees: Required for complex or high-value contracts requiring specific performance metrics
6. Data Protection: Detailed GDPR compliance terms when personal data processing is involved
7. Sustainability Requirements: Environmental and social responsibility requirements, important for companies with ESG commitments
8. Change Management: Procedures for handling changes to delivery specifications or terms, useful for long-term contracts
1. Schedule 1: Product Specifications: Detailed technical specifications of goods to be delivered
2. Schedule 2: Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3: Delivery Schedule: Detailed timeline of deliveries, including quantities and locations
4. Schedule 4: Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
5. Schedule 5: Service Level Agreement: Performance metrics and standards for delivery service
6. Appendix A: Contact Details: List of key contacts and escalation procedures
7. Appendix B: Required Documentation: List of documents required for delivery (certificates, customs documents, etc.)
8. Appendix C: Packaging Requirements: Specific packaging and labeling requirements for the goods
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