The Master Invoice agreement is designed for businesses seeking to establish a standardized framework for their invoicing relationship under Dutch law. This document is particularly useful when parties anticipate regular, ongoing transactions that require systematic invoicing procedures. It incorporates requirements from Dutch VAT legislation, the Civil Code (Burgerlijk Wetboek), and EU late payment directives, ensuring comprehensive legal compliance. The agreement typically serves as an umbrella document governing all future invoicing between the parties, streamlining the billing process and reducing administrative overhead. It's especially valuable for businesses dealing with high transaction volumes, multiple entity relationships, or complex billing requirements that need clear standardization.
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1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Agreement: Establishes this as a master agreement governing all invoicing between the parties
5. Invoicing Requirements: Mandatory invoice content, format, and submission procedures compliant with Dutch VAT law
6. Payment Terms: Standard payment periods, payment methods, and currency
7. Late Payment: Consequences of late payment, including interest and recovery costs under Dutch law
8. Dispute Resolution: Procedures for handling disputed invoices
9. Term and Termination: Duration of the agreement and termination provisions
10. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
11. Entire Agreement: Standard boilerplate confirming this document as the complete agreement regarding invoicing
1. Electronic Invoicing: Specific provisions for e-invoicing when parties agree to use electronic invoicing systems
2. Credit Notes: Procedures for issuing and processing credit notes when required
3. Group Company Provisions: Include when agreement covers invoicing with multiple entities within corporate groups
4. VAT Reverse Charge: Include for cross-border transactions where VAT reverse charge applies
5. Currency Exchange: Include when invoicing in multiple currencies is permitted
6. Volume Discounts: Include when parties agree to volume-based pricing adjustments
7. Audit Rights: Include when regular auditing of invoicing practices is required
1. Schedule 1 - Invoice Template: Standard format for invoices including all mandatory fields under Dutch law
2. Schedule 2 - Contact Details: List of authorized contacts for invoicing matters and dispute resolution
3. Schedule 3 - Special Payment Terms: Any agreed variations to standard payment terms for specific types of transactions
4. Schedule 4 - Technical Requirements: Technical specifications for electronic invoicing if applicable
5. Appendix A - VAT Requirements: Detailed VAT compliance requirements and procedures
6. Appendix B - Service Level Agreement: Performance metrics for invoice processing and payment
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Professional Services
Information Technology
Wholesale Trade
Logistics and Transportation
Construction
Telecommunications
Financial Services
Consulting Services
Energy and Utilities
Relevant Teams
Finance
Legal
Procurement
Accounts Payable
Accounts Receivable
Treasury
Commercial Operations
Contract Administration
Credit Control
Billing Operations
Relevant Roles
Finance Director
Chief Financial Officer
Accounts Payable Manager
Accounts Receivable Manager
Financial Controller
Legal Counsel
Commercial Director
Procurement Manager
Credit Controller
Treasury Manager
Contract Manager
Billing Operations Manager
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