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The Master Purchase and Supply Agreement for Goods/Product is a legally binding document that establishes the terms and conditions for the purchase and sale of goods between the seller and the buyer. This agreement is of utmost importance as it sets out the rights, obligations, and responsibilities of both parties involved in the transaction.
The entire document is divided into several sections, each addressing specific aspects of the agreement. The interpretation section defines key terms used throughout the agreement, ensuring clarity and understanding between the parties. The contract section outlines the priority of conditions and the variations that may be made to the agreement.
The orders and specifications section explains the process of submitting an order and the responsibility of the buyer to provide accurate information and specifications for the products. It also addresses the buyer's responsibility for any intellectual property rights associated with the products.
The price section specifies how the price of the products is determined, including any applicable taxes or additional charges. It also covers the prompt payment discount and the time of payment, emphasizing the importance of timely payment.
The delivery section outlines the place and time of delivery, as well as the buyer's responsibility to inspect the products upon delivery and notify the seller of any defects or short delivery. It also addresses the consequences of failure to take delivery.
The risk and property section explains when the risk of damage or loss of the products passes to the buyer and when the property in the products is transferred. It also covers the buyer's obligations as a bailee of the seller's products.
The limitation of liability section includes a warranty provided by the seller regarding the quality of the products and excludes liability for certain circumstances. It also addresses the liability of the seller's employees and the force majeure clause.
The intellectual property section emphasizes that all intellectual property rights in connection with the products remain vested in the seller and prohibits the buyer from copying or imitating the products.
The confidentiality section requires the buyer to treat any confidential information provided by the seller as confidential and not to disclose it without the seller's consent.
The termination and suspension section outlines the circumstances under which the seller may terminate or suspend the contract and the consequences of such termination or suspension.
The export terms section applies if the products are supplied for export and covers the buyer's responsibilities, incoterms, and payment terms.
The general section includes provisions regarding the seller's group, counterparts, waiver, severance, assignment, survival of terms, and the addresses for notices.
The dispute resolution section encourages the parties to resolve any disputes amicably and provides a process for escalation if necessary.
The governing law and arbitration section specifies the jurisdiction and governing law applicable to the agreement.
In summary, this Master Purchase and Supply Agreement for Goods/Product is a comprehensive document that covers all aspects of the purchase and sale of goods between the seller and the buyer, ensuring clarity, protection, and fairness for both parties.
1. Review the entire agreement carefully, paying close attention to the definitions and interpretations provided in the interpretation section.
2. Understand the priority of conditions and the variations that may be made to the agreement in the contract section.
3. When submitting an order, ensure that the quantity, quality, and description of the products match the seller's quotation or invoice.
4. Be aware of the buyer's responsibility for any intellectual property rights associated with the products.
5. Calculate the price of the products based on the seller's quoted price or the price listed in the seller's published price list.
6. Take advantage of any prompt payment discount offered by the seller.
7. Pay the price of the products within the specified time to avoid any penalties or interest charges.
8. Arrange for the delivery of the products either by collecting them at the seller's premises or by agreeing on an alternative place of delivery.
9. Inspect the products upon delivery and notify the seller of any defects or short delivery within three working days.
10. Understand when the risk of damage or loss of the products passes to the buyer and when the property in the products is transferred.
11. Comply with the warranty provided by the seller and follow any instructions for the use and maintenance of the products.
12. Ensure compliance with any legislation or regulations governing the importation of the goods into the country of destination.
13. Keep any confidential information provided by the seller confidential and only disclose it to authorized individuals.
14. Be aware of the circumstances under which the seller may terminate or suspend the contract and the consequences of such termination or suspension.
15. If a dispute arises, attempt to resolve it amicably and escalate it to the respective chairmen/chief executives if necessary.
16. Familiarize yourself with the governing law and arbitration provisions applicable to the agreement.
17. Seek legal advice if needed to ensure full compliance with the terms and conditions of the agreement.