The Supply Framework Agreement is designed for businesses seeking to establish a long-term supply relationship under Belgian law without committing to fixed quantities upfront. It creates a flexible but legally robust structure for repeated transactions, typically used when a purchaser expects to make multiple orders over time from the same supplier. The agreement incorporates Belgian commercial law requirements, including mandatory B2B provisions, while providing mechanisms for ordering, pricing, quality control, and risk allocation. This type of framework agreement is particularly valuable for businesses requiring regular supplies with varying quantities or specifications, offering both parties the security of agreed terms while maintaining operational flexibility.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Framework Structure: Mechanics of the framework agreement, including non-exclusivity provisions and duration
5. Ordering Process: Procedures for placing and accepting orders under the framework
6. Pricing and Payment: Price setting mechanisms, payment terms, and invoicing requirements
7. Delivery and Acceptance: Terms governing delivery, inspection, and acceptance of goods
8. Quality and Compliance: Quality standards, specifications, and compliance requirements
9. Warranties: Supplier warranties regarding goods and services
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Term and Termination: Duration of the agreement and termination rights
12. Confidentiality: Protection of confidential information
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required when supply involves branded products or technical specifications
2. Insurance: Detailed insurance requirements for high-value or high-risk supplies
3. Data Protection: Required when personal data processing is involved in the supply relationship
4. Export Control: Necessary for international supply relationships or restricted goods
5. Environmental Compliance: Important for supplies involving environmental regulations or sustainability requirements
6. Anti-Corruption: Recommended for international supply relationships or public sector involvement
7. Change Control: Required for complex supply relationships where specifications may change
8. Service Levels: Needed when the supply includes service elements or specific performance metrics
9. Business Continuity: Important for critical supply relationships or regulated industries
1. Products and Specifications: Detailed list of products or services covered by the agreement
2. Pricing Schedule: Detailed pricing structure, including any volume discounts or price review mechanisms
3. Service Levels and KPIs: Detailed performance metrics and measurement criteria
4. Order Form Template: Standard form for placing orders under the framework
5. Technical Requirements: Detailed technical specifications and standards
6. Quality Management Procedures: Detailed quality control and assurance processes
7. Delivery Requirements: Specific delivery terms, locations, and procedures
8. Contact Details: Key contacts and escalation procedures for both parties
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