Original Equipment Suppliers Association Draft Model General Terms and Conditions - October 2011

These Draft Model General Terms and Conditions were designed for use in connection with the purchase and sale of automotive original equipment parts.  OESA developed the Model Terms to promote a more collaborative approach to supplier-customer relationships.  The goal is to increase cooperation, communication, and trust between buyers and sellers, eliminate ambiguities in responsibilities, reduce transaction costs, increase certainty, and ultimately increase the industry’s competitiveness.  The Model Terms should serve as a reference guide and educational tool for buyers and sellers, and may help form the basis for fair and balanced contracts. 

USE OF THE MODEL TERMS IS ENTIRELY VOLUNTARY.  Price and other terms of sale are determined by the buyer and seller in every transaction, and the Model Terms and Conditions are not intended to affect that negotiating process.  Buyers and sellers are always free to negotiate whatever terms or conditions they believe appropriate and are able to agree upon in the specific situation.  Each buyer and seller should independently decide whether the Model Terms are appropriate for the company or transaction.  Under no circumstances should buyers or sellers discuss with their competitors the specific terms and conditions they should adopt in particular negotiations, or agree collectively not to deal with a company refusing to adhere to the recommendations in this document or any other particular terms and conditions.

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