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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Overview of the sales arrangement and its application to future transactions
5. Order Process: Procedures for placing, accepting, and fulfilling orders
6. Pricing and Payment Terms: Price determination, payment methods, credit terms, and invoicing procedures
7. Delivery and Acceptance: Terms regarding delivery, inspection, acceptance, and rejection of goods
8. Title and Risk: Transfer of ownership and risk in the goods
9. Warranties and Representations: Quality assurances, product specifications, and general warranties
10. Indemnification: Mutual indemnification obligations and procedures
11. Limitation of Liability: Caps on liability and excluded losses
12. Term and Termination: Duration of agreement, renewal terms, and termination rights
13. Confidentiality: Protection of confidential information and trade secrets
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Quality Control: Detailed quality assurance requirements and procedures, relevant for manufacturing or specialized product agreements
2. Intellectual Property Rights: IP ownership and licensing terms, important when dealing with branded or proprietary products
3. Export Control: Compliance with export regulations, necessary for international sales
4. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk products
5. Service Level Requirements: Performance metrics and standards, relevant for agreements involving services component
6. Data Protection: Privacy and data handling requirements, necessary when personal data is involved
7. Environmental Compliance: Environmental standards and requirements, important for products with environmental impact
8. Product Return and Recall: Procedures for product returns and recalls, crucial for consumer goods
1. Schedule 1 - Product Specifications: Detailed technical specifications of products covered under the agreement
2. Schedule 2 - Pricing Schedule: Price lists, discount structures, and pricing review mechanisms
3. Schedule 3 - Service Levels: Detailed service level commitments and measurement criteria
4. Schedule 4 - Key Contacts: List of key personnel and their roles from both parties
5. Schedule 5 - Territory Definition: Geographic areas covered by the agreement
6. Schedule 6 - Standard Operating Procedures: Detailed operational procedures and requirements
7. Appendix A - Order Form Template: Standard form for placing orders under the agreement
8. Appendix B - Quality Control Procedures: Detailed quality control and testing procedures
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