The Sole Supply Agreement is a crucial commercial document used when parties wish to establish an exclusive supply relationship in New Zealand. This agreement is particularly relevant when a purchaser wants to secure a reliable, exclusive source of products or services, or when a supplier seeks to establish a guaranteed market for their products. The document addresses key commercial terms including exclusivity provisions, minimum purchase commitments, pricing structures, quality standards, and delivery requirements. It ensures compliance with New Zealand legislation, particularly the Commerce Act 1986 regarding competition law, the Contract and Commercial Law Act 2017, and other relevant statutes. The agreement is typically used in situations requiring long-term supply security, volume commitments, or strategic partnership arrangements between suppliers and purchasers.
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1. Parties: Identification and details of the supplier and purchaser
2. Background: Context of the agreement, relationship between parties, and purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Term and Renewal: Duration of the agreement, including commencement date and renewal provisions
5. Supply Obligations: Core obligations of the supplier, including exclusivity provisions and minimum supply commitments
6. Purchase Obligations: Core obligations of the purchaser, including minimum purchase commitments and exclusivity requirements
7. Ordering Process: Procedures for placing and accepting orders, lead times, and delivery terms
8. Price and Payment: Pricing structure, payment terms, invoicing requirements, and price review mechanisms
9. Quality and Specifications: Product quality requirements, specifications, and compliance standards
10. Delivery and Risk: Delivery terms, transfer of risk, and acceptance procedures
11. Warranties: Warranties regarding products, capacity to supply, and compliance with laws
12. Liability and Indemnities: Limitation of liability provisions and indemnification obligations
13. Termination: Grounds for termination, termination process, and consequences of termination
14. Force Majeure: Events beyond parties' control and their impact on obligations
15. Confidentiality: Protection of confidential information and trade secrets
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Insurance: Insurance requirements - include when high-value goods or significant risks are involved
2. Intellectual Property: IP rights and licenses - include when products involve patents, trademarks, or other IP
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical supply relationships
4. Performance Metrics: KPIs and service levels - include when specific performance standards are crucial
5. Product Development: New product development and modifications - include when future product evolution is anticipated
6. Environmental Compliance: Environmental standards and sustainability requirements - include for environmentally sensitive products
7. Anti-corruption Compliance: Anti-bribery and corruption provisions - include for international supply relationships
8. Change Control: Process for managing changes to specifications or terms - include for complex products or relationships
1. Schedule 1: Products and Specifications: Detailed list of products and their technical specifications
2. Schedule 2: Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3: Service Levels: Detailed performance metrics and service level requirements
4. Schedule 4: Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5: Ordering Procedure: Detailed ordering process, including forms and systems to be used
6. Schedule 6: Key Contacts: Contact details for key personnel from both parties
7. Appendix A: Form of Purchase Order: Template purchase order form
8. Appendix B: Product Handling Guidelines: Instructions for proper handling, storage, and transportation of products
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