Supply and manufacturing agreements
Volume commitments, lead times, quality standards, price and term. Negotiated properly, then relied on for years by people who were not in the room when it was.
Manufacturing and supply runs on a handful of framework agreements and a very large number of orders placed under them. Every acknowledgement, portal term and printed reverse side is an attempt to move the terms, and most of them succeed because nobody read that page. Karyalo keeps the framework, the order terms and what was actually agreed on one file.
The negotiated document is signed once and filed. The paper that governs day to day is the order, the acknowledgement and whatever was printed on the back of it, which is why a supply relationship can drift a long way from the agreement that started it.
Volume commitments, lead times, quality standards, price and term. Negotiated properly, then relied on for years by people who were not in the room when it was.
Issued in bulk and accepted by an acknowledgement carrying different terms. The oldest conflict in commercial contracting, and the reason order of precedence is worth more here than any other line.
Territory, exclusivity, minimum volumes, and what happens to stock on termination. Long term by nature, so change of control matters more here than anywhere else.
Specification, inspection, non-conforming goods, who owns the tool and who pays to move it. Signed by engineering and enforced by finance.
These are the positions a supply relationship turns on. Each is a named heading in the review list, so a set of incoming conditions of purchase comes back sorted by the risk rather than by page order.
A price held for the term with no index and no pass-through moves the whole of raw material and freight movement onto one side. Where an increase mechanism exists, check what triggers it, whether it is capped, how much notice it needs, and whether the other side may walk away instead of accepting it.
The framework says its terms apply to all orders. The purchase order says its terms apply and supersede. The acknowledgement says something else again. Settle the hierarchy in the framework, and refuse changes made only on the face of an order.
The warranty period is the smallest part of it. What matters is whether liability stops at replacing the part or extends to removal, reinstallation, recall and a customer's stopped production line. A systemic defect clause can turn a component price into a very different number.
Territory and supply agreements outlive the companies that signed them. A change of control right, and a restriction on assignment that runs in both directions, is what stops your route to market ending up inside a rival.
The exclusion of indirect and consequential loss is where a component supplier's exposure is really decided. Check how loss of production, wasted labour and downstream customer claims are characterised, because a definition that pulls them inside direct loss makes the cap close to meaningless.
A convenience termination on ninety days leaves raw material bought to a forecast and tooling paid for against a volume that will now never be reached. Attach a cancellation charge to whatever you were required to commit in advance.
Supply paper is read by procurement, engineering and finance in turn, months apart. The product is built so the second reader can see what the first one decided.
Write your supply positions down once, per agreement type and per side, then run them against the customer or supplier document. Green, amber and red, each finding quoting the clause, with the redline going in where the offending wording was.
The framework, its schedules and every negotiated version sit on one contract with full version history, including the source and author of each. When a dispute turns on which document governs, the answer is on one page.
Karyalo reads the executed agreement and proposes the dates inside it: the price review, the notice window, the minimum commitment. Each is accepted or edited by a person before it is saved, and the reminder arrives while there is still time to use it.
Send for signature on a link, choose whether signatures arrive in a set order or in any order, and get an executed PDF with a certificate listing every signer and a hash of the text they signed.
The person who negotiates the framework is almost never the person who places the order against it.
Places orders under a framework they did not negotiate. A graded review tells them which terms on an incoming acknowledgement are worth a phone call.
Needs the price review mechanism before committing to a two-year number, not eighteen months after.
Owns the exposure. Sees the red findings, the deviations somebody dismissed, and who accepted them, however long afterwards the question comes.
Paste a supply agreement or a set of conditions of purchase. It comes back graded against 17 positions, from limitation of liability to the time bar on bringing claims, each with the wording it found and a suggested redline. Three reviews a day, no account and no email address.
Open the free contract reviewDraft a non-disclosure agreement for India, the US, the UK or the EU, with optional clauses for this industry.
Paste the paper a client sent you and get it graded clause by clause.
Thirty minutes. We write your supply positions into a playbook, run them against those terms, and show you the findings and the redlines they produce.