Customer Supplier Agreement Template for Germany

The Customer Supplier Agreement is a fundamental commercial contract used to establish and govern the relationship between businesses for the supply of goods or services in Germany. This document is essential when companies wish to formalize their supply arrangements under German law, ensuring compliance with both the German Civil Code (BGB) and Commercial Code (HGB). It is particularly valuable for ongoing supply relationships where parties need clear terms for ordering, delivery, quality standards, and risk allocation. The agreement typically includes comprehensive provisions for pricing, payment terms, warranty obligations, and liability limitations, while also addressing modern business requirements such as data protection and confidentiality. This document type is designed to provide both legal security and practical functionality for business operations, making it suitable for various industries and scale of operations.

1. Parties: Identification and details of the contracting parties including registered addresses and company registration details

2. Background: Context of the agreement and business relationship between the parties

3. Definitions: Defined terms used throughout the agreement

4. Supply Obligations: Core obligations of the supplier including product/service specifications, delivery terms, and quality standards

5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable

6. Prices and Payment: Pricing structure, payment terms, invoicing requirements, and any price adjustment mechanisms

7. Delivery and Risk: Delivery terms, transfer of risk, and Incoterms where applicable

8. Quality and Warranty: Quality requirements, warranty terms, and procedures for handling defective products

9. Liability and Indemnification: Allocation of liability, limitation of liability provisions compliant with German law, and indemnification obligations

10. Intellectual Property: IP rights, licenses, and protection of pre-existing IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: GDPR compliance and data processing terms

13. Term and Termination: Duration of agreement, renewal terms, and termination rights

14. Force Majeure: Events constituting force majeure and consequences

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments