The Supplier Relationship Agreement serves as a cornerstone document for managing commercial relationships between businesses and their suppliers in India. This agreement is essential when establishing long-term or significant supply arrangements, whether for goods, services, or both. It should be used when a company needs to formalize its relationship with key suppliers, ensuring clear terms for quality, delivery, pricing, and performance standards. The document incorporates provisions compliant with Indian contract law, GST regulations, and other relevant legislation, while addressing critical aspects such as intellectual property rights, confidentiality, and dispute resolution. The agreement is particularly important for businesses operating in regulated industries or dealing with critical supplies, as it provides a comprehensive framework for managing supplier relationships, mitigating risks, and ensuring business continuity.
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1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, relationship between parties, and purpose of the arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Supply: Detailed description of goods/services to be supplied, including quality standards and specifications
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Ordering Process: Procedures for placing and accepting orders, including purchase orders and confirmations
7. Pricing and Payment: Price structure, payment terms, invoicing requirements, and tax considerations
8. Delivery and Acceptance: Delivery terms, timelines, acceptance criteria, and inspection rights
9. Quality Requirements: Quality standards, testing procedures, and quality assurance processes
10. Warranties and Representations: Supplier warranties regarding goods/services, capacity to contract, and compliance with laws
11. Compliance and Records: Regulatory compliance requirements and record-keeping obligations
12. Intellectual Property Rights: Ownership and usage rights of IP, including pre-existing IP and newly created IP
13. Confidentiality: Protection of confidential information and trade secrets
14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
15. Force Majeure: Events excusing performance and procedures for handling force majeure situations
16. Termination: Grounds for termination, notice requirements, and consequences of termination
17. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
18. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Environmental Compliance: Required for suppliers in industries with environmental impact or when handling hazardous materials
2. Data Protection: Necessary when personal data processing is involved in the supply relationship
3. Import/Export Controls: Required for international suppliers or when dealing with controlled goods
4. Anti-Corruption Compliance: Important for high-value contracts or when dealing with government entities
5. Business Continuity: Relevant for critical suppliers or long-term strategic relationships
6. Security Requirements: Necessary when supplier has access to sensitive systems or information
7. Social Responsibility: Important for companies with strong CSR policies or in sensitive industries
8. Training and Support: Required when supplier must provide training or ongoing support services
9. Audit Rights: Important for regulated industries or when quality/compliance verification is crucial
10. Performance Metrics: Useful for complex service arrangements requiring specific performance measurements
1. Schedule 1 - Products/Services Specification: Detailed technical specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Performance metrics, KPIs, and service level requirements
4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
5. Schedule 5 - Key Personnel: Details of key supplier personnel assigned to the relationship
6. Schedule 6 - Approved Subcontractors: List of approved subcontractors and their roles
7. Schedule 7 - Contract Managers and Escalation Matrix: Contact details and escalation procedures for both parties
8. Schedule 8 - Forms and Ƶ: Standard forms for purchase orders, change requests, and reports
9. Appendix A - Compliance Requirements: Specific regulatory and compliance requirements applicable to the supply
10. Appendix B - Insurance Requirements: Detailed insurance coverage requirements and minimum limits
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