The Goods Supply Agreement serves as the primary contractual framework for establishing and managing ongoing supply relationships in a commercial context. This template is specifically designed for use under Belgian law, incorporating mandatory provisions of Belgian civil and commercial law, relevant EU regulations, and international trade conventions. The agreement is particularly suitable for businesses engaged in regular supply arrangements, whether domestic or cross-border within the EU. It addresses all critical aspects of a supply relationship, including ordering mechanisms, delivery terms, quality standards, warranties, and risk allocation. The document is structured to accommodate various types of goods and industries while maintaining compliance with Belgian legal requirements and EU product safety standards. This Goods Supply Agreement can be customized based on specific industry requirements, the nature of goods being supplied, and the complexity of the supply arrangement, while maintaining its enforceability under Belgian law.
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1. Parties: Identification and details of the supplier and buyer, including registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Supply Obligations: Core obligations of the supplier regarding the goods, including quality standards and delivery terms
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Pricing and Payment: Price determination, payment terms, invoicing procedures, and any applicable taxes
7. Delivery and Risk: Delivery terms, transfer of risk, inspection procedures, and acceptance criteria
8. Quality Requirements: Quality standards, specifications, and compliance with applicable regulations
9. Warranties: Supplier's warranties regarding the goods and disclaimer of other warranties
10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
11. Term and Termination: Duration of the agreement and circumstances allowing termination
12. Force Majeure: Events excusing performance and procedures for handling force majeure situations
13. Confidentiality: Protection of confidential information exchanged during the business relationship
14. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Exclusivity: Used when the supplier is granted exclusive rights or the buyer commits to exclusive purchasing
2. Minimum Purchase Obligations: Include when the buyer commits to minimum purchase quantities
3. Product Development: Relevant when the supplier will develop or modify products for the buyer
4. Intellectual Property Rights: Important when the goods involve significant IP rights or custom development
5. Insurance: Detailed insurance requirements beyond standard coverage
6. Data Protection: Required when personal data processing is involved in the supply relationship
7. Import/Export Compliance: Necessary for international supply arrangements
8. Sustainability Requirements: Include when specific environmental or social responsibility standards apply
9. Change Control: Used when formal procedures for changes to specifications or terms are needed
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Delivery Locations: List of approved delivery locations and specific delivery requirements
6. Appendix A - Order Form Template: Standard form for placing orders under the agreement
7. Appendix B - Technical Documentation: Required technical documents, certifications, or compliance documentation
8. Appendix C - Contact Details: Key contacts for both parties for various aspects of the relationship
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