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1. Parties: Identification and details of the supplier and buyer, including registered addresses and company registration numbers
2. Background: Context of the supply arrangement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier regarding the provision of goods, including quality standards and delivery requirements
5. Order Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Pricing and Payment: Price determination, payment terms, invoicing requirements, and VAT considerations
7. Delivery and Title: Delivery terms, transfer of title and risk, acceptance procedures
8. Quality and Inspection: Quality standards, inspection rights, and procedures for rejection of non-conforming goods
9. Warranties and Representations: Standard warranties regarding goods quality, compliance with laws, and capacity to contract
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Confidentiality: Protection of confidential information exchanged during the business relationship
12. Liability and Indemnity: Limitation of liability and indemnification obligations
13. Force Majeure: Events excusing performance and procedures for handling force majeure situations
14. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Import/Export Compliance: Required when goods are being imported or exported, covering customs requirements and trade regulations
2. Insurance: Detailed insurance requirements when specific coverage is needed beyond standard commercial insurance
3. Intellectual Property: Necessary when supply involves branded products or licensed technology
4. Environmental Compliance: Required for goods that have environmental implications or hazardous materials
5. Change Control: Procedures for handling changes to specifications or terms, useful for long-term supply relationships
6. Performance Metrics: Specific KPIs and performance measurement criteria for complex supply arrangements
7. Security Requirements: Necessary when supply involves sensitive items or access to secure facilities
8. Training and Support: Required when supplier must provide training or ongoing support for supplied goods
1. Schedule 1 - Goods Specification: Detailed technical specifications of goods to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Delivery Locations: List of approved delivery locations and any specific delivery requirements
4. Schedule 4 - Service Levels: Specific performance metrics and service level requirements
5. Schedule 5 - Quality Standards: Detailed quality requirements and testing procedures
6. Appendix A - Order Form Template: Standard form for placing orders under the agreement
7. Appendix B - Acceptance Certificate: Template for confirming acceptance of delivered goods
8. Appendix C - Compliance Certificates: Required regulatory or quality compliance certificates
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