Sample Business Contracts: Supply Agreement

Questions and Answers

What does 'Specifications' refer to in the agreement?

'Specifications' refers to drawings, designs, instructions, requirements, and other information related to the items' overall lifecycle.

Who is considered a 'Sub-tier Supplier'?

A 'Sub-tier Supplier' is a member of the Supplier's indirect or direct supply base that provides goods or services related to the items.

What is the definition of 'Supplier' in this agreement?

'Supplier' means the entity authorized in writing by Tesla to perform obligations under the agreement, including its subsidiaries and affiliates.

What rights does Tesla have concerning items under this agreement?

Tesla has the right to purchase items under the agreement and exercise all associated rights. Signup and view all the answers

What is the minimum duration for the agreement termed as 'Term'?

The 'Term' of this agreement is for at least thirty-six (36) months. Signup and view all the answers

How can the agreement be terminated beyond the initial thirty-six months?

The agreement can be terminated with six (6) months prior written notice from either party. Signup and view all the answers

What rights does Tesla have concerning the modification of business processes?

Tesla can amend any attachment except Attachment 1 by notifying the supplier, reflecting its right to adapt processes. Signup and view all the answers

What forms can orders take between Tesla and the Supplier?

Authorized demand signals for items must be in the form specified by Tesla, looking to establish a standardized communication method. Signup and view all the answers

In what way does this agreement ensure compliance with Tesla's processes?

The agreement sets forth terms and conditions that govern purchases, emphasizing adherence to Tesla's business processes. Signup and view all the answers

What happens if Tesla decides to engage third parties for goods or services?

Tesla can engage third parties to provide similar goods or services, ensuring flexibility in sourcing. Signup and view all the answers

What is the 'Effective Date' of the Supply Agreement between Tesla Motors, Inc. and the Supplier?

The Effective Date is the first day of September, 2006. Signup and view all the answers

Define 'Order' as per the Supply Agreement.

'Order' refers to an order for Items communicated by Tesla to the Supplier via a purchase order. Signup and view all the answers

Explain what 'Items' encompass in the context of this Supply Agreement.

'Items' include components, equipment, materials, subassemblies, or other goods and related software and services specified in the agreement. Signup and view all the answers

What does 'Attachment' mean in the context of the Supply Agreement?

'Attachment' means any document referenced in the Supply Agreement and attached to it. Signup and view all the answers

What does the term 'Parties' refer to in the Supply Agreement?

'Parties' refers to Tesla Motors, Inc. and the Supplier. Signup and view all the answers

What is meant by 'internal Tesla Data' in the Supply Agreement?

'Internal Tesla Data' means various kinds of planning, engineering, or manufacturing data stored on Tesla's internal systems. Signup and view all the answers

How are 'Attachments' incorporated into the Supply Agreement?

Attachments are deemed incorporated into the Agreement by reference. Signup and view all the answers

According to the Supply Agreement, how can the terms be amended?

The terms can be amended by changing the Supply Agreement, Attachments, or Orders. Signup and view all the answers

Study Notes

Supply Agreement Overview

Effective Date: September 1, 2006, marking the commencement of the Supply Agreement.
Parties involved: Tesla Motors, Inc. and a Supplier, representing all operations under this Agreement.

Key Definitions

Agreement: Comprises the Supply Agreement, all attachments, and orders, including amendments.
Attachment: Documents referenced within the Agreement, automatically incorporated when mentioned.
Order: A communication for Items issued by Tesla to the Supplier in either hardcopy or electronic format.
Internal Tesla Data: Encompasses various data types like engineering, forecasts, and confidential information stored in Tesla's internal systems.
Items: Refers to components, materials, and services specified in attachments or orders made prior to the Agreement's Effective Date.
Specifications: Technical requirements related to design, development, and logistics of Items.
Sub-tier Supplier: Any third-party vendors or contractors of the Supplier that provide goods/services related to the Items.
Supplier: The entity authorized to perform under this agreement, identified as [***].
Tesla: Tesla Motors, Inc., including its subsidiaries post-effective date.

Agreement Scope and Duration

Scope: Governs purchase/sale terms, outlining the relationship between Tesla and Supplier, alongside compliance with Tesla’s standards for various processes (packaging, delivery, etc.).
Term: Initially lasting thirty-six months, extending automatically unless a party provides six months' written notice to terminate.
Business Processes Updates: Tesla retains the right to amend attachments (except Attachment 1) through written or electronic notice, while modifications to Attachment 1 require mutual written consent.

Orders and Demand Signals

Authorized demand for Items must be formally communicated and aligns with the established business processes detailed in the Agreement.

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Description

Explore the specifics of business contracts through this sample supply agreement from Tesla Motors, Inc. Understand key elements such as definitions, effective dates, and obligations. This quiz will enhance your knowledge of contract terminology and business operations.