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1. Parties: Identification and details of the contracting parties, including registered offices and company numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Supply: Detailed description of goods and/or services to be provided by the supplier
5. Ordering Process: Procedures for placing and accepting orders, including requirements for purchase orders
6. Quality Requirements: Quality standards, specifications, and compliance requirements for supplied goods/services
7. Delivery Terms: Delivery schedules, locations, and Incoterms where applicable
8. Pricing and Payment: Price structure, payment terms, invoicing requirements, and late payment consequences
9. Service Levels: Performance standards, KPIs, and measurement criteria
10. Warranties and Representations: Supplier warranties regarding goods/services and general business representations
11. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
12. Insurance: Required insurance coverage and minimum limits
13. Confidentiality: Protection of confidential information and trade secrets
14. Intellectual Property: IP ownership, licenses, and rights related to supplied goods/services
15. Term and Termination: Duration of agreement, renewal terms, and termination rights
16. Force Majeure: Events excusing performance and related procedures
17. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Data Protection: GDPR compliance and data processing terms - required if personal data is processed
2. Environmental Compliance: Environmental standards and requirements - relevant for suppliers of goods or services with environmental impact
3. Customs and Export Control: Compliance with international trade regulations - needed for cross-border supply relationships
4. Business Continuity: Disaster recovery and business continuity requirements - important for critical suppliers
5. Anti-Corruption: Anti-bribery and corruption provisions - particularly important for international relationships
6. Subcontracting: Terms governing use of subcontractors - needed if subcontracting is permitted
7. Personnel: Requirements for supplier personnel, including qualifications and security clearance - relevant for service providers
8. Change Control: Procedures for managing changes to goods/services - important for complex or long-term relationships
9. Transition and Exit: Detailed exit management procedures - important for strategic or critical suppliers
1. Schedule 1 - Goods and Services Specification: Detailed technical specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and payment milestones
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement criteria
4. Schedule 4 - Operational Procedures: Day-to-day operational procedures and contact details
5. Schedule 5 - Form of Purchase Order: Template purchase order and related documentation
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Data Processing Agreement: Detailed data protection terms if personal data is processed
8. Schedule 8 - Business Continuity Requirements: Detailed business continuity and disaster recovery procedures
9. Appendix A - Technical Requirements: Technical standards and requirements for goods/services
10. Appendix B - Quality Manual: Quality assurance procedures and requirements
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