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Manufacturing / Supply Agreement review

Supply of goods for manufacture or resale, governed by UCC Article 2.

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What it checks

Quantity term — requirements / output / firm quantity

A supply agreement must state a quantity term: a firm quantity, a requirements/output measure, or a binding forecast.

Critical · COMM-001

Delivery schedule / lead time

A supply agreement should state delivery timing — a schedule, lead time, or Incoterms delivery point.

Critical · COMM-002

Specifications / conformance and warranty

The goods must be tied to specifications and an express warranty of conformance.

Critical · COMM-003

Price or price-adjustment mechanism

A supply agreement should state the price or a mechanism for setting / adjusting it.

Critical · COMM-004

Inspection, acceptance, and rejection

Buyer should have a stated right to inspect, accept, and reject nonconforming goods.

Critical · COMM-005

Force majeure / excuse for supervening events

A supply agreement should allocate the risk of supervening events that prevent performance.

Critical · COMM-006

Best-efforts obligation for a requirements / exclusive arrangement

A requirements / output or exclusive-dealing supply arrangement should state the effort standard the parties owe.

Critical · COMM-007

Warranty of title and against infringement

Seller should warrant good title to the Goods, free of liens, and that the Goods do not infringe third-party rights.

Critical · COMM-024

Limitation of remedies / exclusive remedy

A supply agreement should state the buyer's exclusive remedy for nonconforming Goods (repair, replace, or refund).

Critical · COMM-025

Implied warranty of merchantability / fitness — granted or disclaimed

A supply agreement should address the UCC implied warranties — either affirm them or conspicuously disclaim them.

Critical · COMM-040

Every run also applies 125 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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