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Sole Supply Agreement Template for Singapore

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Key Requirements PROMPT example:

Sole Supply Agreement

"I need a Sole Supply Agreement for my manufacturing company to become the exclusive supplier of automotive parts to a Singapore-based car manufacturer, with minimum purchase commitments and quarterly price review mechanisms."

What is a Sole Supply Agreement?

The Sole Supply Agreement is utilized when businesses seek to establish an exclusive supply relationship, typically in situations requiring secure supply chains or strategic partnerships. This document, governed by Singapore law, outlines the terms under which one party becomes the exclusive supplier to another, including crucial elements such as supply obligations, pricing structures, quality requirements, and exclusivity provisions. It's particularly relevant in Singapore's business environment where supply chain stability and clear contractual frameworks are essential for commercial relationships.

What sections should be included in a Sole Supply Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Supply Obligations: Core obligations regarding supply of goods/services, including quality standards and delivery terms

5. Exclusivity Provisions: Terms of exclusive supply arrangement and any territorial restrictions

6. Pricing and Payment: Price, payment terms, invoicing requirements and price review mechanisms

7. Term and Termination: Duration of agreement, renewal provisions, and termination rights

8. Warranties and Indemnities: Product warranties, supplier representations and indemnification obligations

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and dispute resolution procedures

What sections are optional to include in a Sole Supply Agreement?

1. Minimum Purchase Commitments: Used when buyer commits to minimum purchase volumes or values

2. Force Majeure: Provisions for handling unforeseen circumstances affecting performance

3. Change Control: Process for managing changes to product specifications or agreement terms

4. Competition Law Compliance: Specific provisions ensuring compliance with competition laws

5. Insurance Requirements: Specific insurance obligations for either party

What schedules should be included in a Sole Supply Agreement?

1. Schedule 1 - Product Specifications: Detailed technical specifications of products to be supplied

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, volume discounts, and price adjustment mechanisms

3. Schedule 3 - Service Levels: Performance metrics, delivery timeframes, and quality standards

4. Schedule 4 - Quality Requirements: Quality control procedures, testing requirements, and acceptance criteria

5. Schedule 5 - Delivery Requirements: Delivery locations, timelines, and specific logistics requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























Clauses

































Industries

Singapore Contracts Act (Cap. 2): Primary legislation governing contract formation, validity, and enforcement in Singapore, including fundamental principles of offer, acceptance, consideration, and contractual obligations

Sale of Goods Act (Cap. 393): Regulates the sale of goods, including terms implied by law, transfer of property, rights and duties of sellers and buyers, and remedies for breach of contract

Unfair Contract Terms Act (Cap. 396): Controls the use of unfair terms in contracts, particularly exclusion and limitation clauses, ensuring reasonable and fair contractual terms

Competition Act (Cap. 50B): Regulates anti-competitive practices, particularly relevant for sole supply agreements as they involve exclusivity arrangements which may affect market competition

CISG (UN Convention on International Sale of Goods): International treaty governing cross-border sale of goods, applicable if the agreement involves international trade

Singapore Customs Act: Governs import/export procedures and requirements for goods entering or leaving Singapore

Consumer Protection (Fair Trading) Act: Protects consumer interests and ensures fair trading practices, applicable if end-users are consumers

Electronic Transactions Act: Provides legal framework for electronic transactions and digital signatures, relevant if contract execution or performance involves electronic means

Personal Data Protection Act: Governs the collection, use, and disclosure of personal data, applicable if personal information is processed under the agreement

Limitation Act: Sets time limits for bringing legal actions and enforcing contractual rights

Industry-Specific Regulations: Specific regulatory requirements depending on the nature of goods being supplied (e.g., food, pharmaceuticals, chemicals)

Singapore Case Law on Supply Agreements: Relevant court decisions and precedents on interpretation of supply agreements and exclusive dealing arrangements in Singapore

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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