Supplier Relationship Agreement Template for Netherlands

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Key Requirements PROMPT example:

Supplier Relationship Agreement

"Need a Supplier Relationship Agreement under Dutch law for a technology hardware supplier who will be providing critical IT infrastructure components starting March 2025, with specific focus on service levels and cybersecurity requirements."

Document background
The Supplier Relationship Agreement serves as a foundational document for establishing and managing commercial relationships between organizations for the procurement of goods and/or services. This contract type is essential when businesses need to create a structured framework for ongoing supplier relationships, particularly in scenarios involving regular orders, complex service requirements, or strategic partnerships. The agreement, governed by Dutch law, encompasses crucial elements such as ordering procedures, performance standards, risk allocation, and compliance requirements. It is designed to comply with Dutch civil code requirements and relevant EU regulations, while providing flexibility to accommodate specific business needs through schedules and appendices. The document is particularly valuable for organizations seeking to standardize their supplier relationships, manage risk effectively, and ensure regulatory compliance while maintaining operational efficiency.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Defined terms used throughout the agreement

4. Scope of Supply: Detailed description of goods/services to be provided by the supplier

5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

6. Ordering Process: Procedures for placing and accepting orders

7. Delivery and Performance: Terms regarding delivery, acceptance criteria, and performance standards

8. Pricing and Payment: Price structure, payment terms, invoicing requirements

9. Quality Requirements: Quality standards, specifications, and quality assurance processes

10. Warranties: Supplier warranties regarding goods/services, performance, and compliance

11. Compliance with Laws: Obligations to comply with applicable laws and regulations

12. Intellectual Property: IP rights, ownership, and licensing provisions

13. Confidentiality: Protection of confidential information and trade secrets

14. Liability and Indemnification: Limitation of liability and indemnification obligations

15. Force Majeure: Provisions for unforeseen circumstances and their handling

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Data Protection: Required when personal data processing is involved, detailing GDPR compliance obligations

2. Insurance: Specific insurance requirements for high-value or high-risk supplies

3. Business Continuity: Required for critical suppliers or services requiring disaster recovery planning

4. Environmental Compliance: Required for suppliers whose activities have environmental impact

5. Anti-Corruption: Additional compliance requirements for international transactions or public sector supplies

6. Security Requirements: Required for suppliers with access to sensitive systems or information

7. Key Performance Indicators: Detailed performance metrics for service-based relationships

8. Audit Rights: Extended audit provisions for regulated industries or critical suppliers

9. Personnel Requirements: Required when supplier staff will work on-site or interact with customer systems

10. Change Control: Formal process for managing changes in long-term or complex supply relationships

Suggested Schedules

1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied

2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and payment milestones

3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards

5. Schedule 5 - Key Personnel: Details of key supplier staff and their roles

6. Schedule 6 - Approved Subcontractors: List of approved subcontractors and their roles

7. Schedule 7 - Change Control Procedure: Detailed process for managing contract changes

8. Schedule 8 - Exit Plan: Procedures for contract termination and transition

9. Appendix A - Form of Purchase Order: Standard format for purchase orders

10. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms and details

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Healthcare

Telecommunications

Energy

Logistics

Professional Services

Construction

Automotive

Food and Beverage

Pharmaceuticals

Information Technology

Electronics

Relevant Teams

Procurement

Legal

Finance

Operations

Supply Chain

Risk Management

Compliance

Vendor Management

Commercial

Sourcing

Contract Management

Internal Audit

Relevant Roles

Procurement Manager

Supply Chain Director

Legal Counsel

Commercial Director

Operations Manager

Contract Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Vendor Management Lead

Category Manager

Sourcing Specialist

General Counsel

Chief Operating Officer

Purchase Manager

Supply Chain Analyst

Legal Operations Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): The fundamental source of Dutch contract law, particularly Book 6 (General Part of the Law of Obligations) and Book 7 (Specific Contracts), which govern contract formation, validity, performance, and remedies
EU General Data Protection Regulation (GDPR): Regulates the processing of personal data and its movement within the EU, crucial for any data sharing aspects of the supplier relationship
Dutch Implementation of EU Late Payment Directive: Governs payment terms and consequences of late payment in commercial transactions between businesses
Dutch Competition Act (Mededingingswet): Ensures the supplier relationship does not contain anti-competitive provisions or abuse of market position
Dutch Public Procurement Act 2012 (Aanbestedingswet): Relevant if the supplier relationship involves public sector entities or public procurement processes
Dutch Electronic Commerce Act: Applicable for electronic transactions and communications within the supplier relationship
International Trade Law (UN CISG): The United Nations Convention on Contracts for the International Sale of Goods, which applies to international sales unless explicitly excluded
Dutch Works Councils Act (Wet op de ondernemingsraden): May be relevant if the supplier relationship affects employment or working conditions requiring works council consultation
Environmental Management Act (Wet milieubeheer): Relevant for supplier relationships involving environmental impacts or sustainability requirements
Dutch Money Laundering and Terrorist Financing Prevention Act: Important for due diligence requirements and financial compliance in supplier relationships
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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