This Master Procurement Agreement template is designed for use in New Zealand commercial contexts where parties wish to establish a long-term procurement relationship with standardized terms and conditions. It provides a comprehensive framework for repeated transactions, eliminating the need to negotiate individual contracts for each purchase while ensuring compliance with New Zealand legal requirements. The agreement is particularly suitable for businesses engaging in regular procurement activities and includes provisions for purchase orders, pricing mechanisms, quality standards, risk allocation, and performance management. It incorporates requirements under key New Zealand legislation including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant industry regulations. The document is structured to allow flexibility in the procurement relationship while maintaining clear governance and risk management frameworks.
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1. Parties: Identifies the contracting parties - typically the supplier and the customer
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Term and Renewal: Specifies initial term, renewal options and conditions
5. Supply Framework: Establishes the framework for issuing purchase orders and supply arrangements
6. Ordering Process: Details the procedure for submitting and accepting purchase orders
7. Pricing and Payment: Covers pricing structure, payment terms, invoicing requirements
8. Delivery and Acceptance: Specifies delivery terms, timeframes, and acceptance procedures
9. Quality and Performance Standards: Sets out quality requirements and performance metrics
10. Warranties and Representations: Details warranties for goods/services and party representations
11. Risk and Insurance: Allocates risks and specifies insurance requirements
12. Intellectual Property: Addresses IP ownership and licensing arrangements
13. Confidentiality and Privacy: Covers confidentiality obligations and data protection
14. Liability and Indemnities: Sets out liability limitations and indemnification obligations
15. Termination: Details termination rights, process and consequences
16. Dispute Resolution: Establishes process for resolving disputes
17. General Provisions: Includes standard boilerplate clauses like notices, assignment, governing law
1. Service Levels: Include when specific performance metrics and service levels need to be monitored and enforced
2. Business Continuity: Include for critical supply relationships requiring disaster recovery planning
3. Environmental and Sustainability Requirements: Include when environmental compliance or sustainability goals are important
4. Anti-Bribery and Corruption: Include for international procurement or high-risk sectors
5. Change Control: Include when formal process for changes to specifications or requirements is needed
6. Transition and Exit: Include for complex relationships requiring detailed exit planning
7. Security Requirements: Include when supplier needs access to customer systems or sensitive information
8. Subcontracting: Include when supplier likely to use subcontractors
9. Innovation and Continuous Improvement: Include for long-term strategic relationships
10. Volume Commitments: Include when minimum purchase volumes or exclusive supply arrangements apply
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement criteria
4. Schedule 4 - Ordering Procedure: Detailed process flow for placing and fulfilling orders
5. Schedule 5 - Key Personnel: Lists key supplier personnel and their roles
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Form of Purchase Order: Template purchase order form
8. Schedule 8 - Reporting Requirements: Ƶ and requirements for performance reporting
9. Schedule 9 - Insurance Requirements: Detailed insurance requirements and minimum coverage
10. Appendix A - Technical Specifications: Detailed technical requirements for goods/services
11. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
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