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Supply Framework Agreement
"I need a Supply Framework Agreement under Dutch law for a manufacturing company that will be supplying automotive parts to multiple European customers, with specific focus on quality control standards and warranty provisions for safety-critical components."
1. Parties: Identification and details of the supplier and buyer, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of the framework
3. Definitions: Defined terms used throughout the agreement, including key commercial and technical terms
4. Scope of Agreement: Framework structure, exclusivity (if any), and general principles of supply arrangement
5. Ordering Process: Procedure for placing and accepting orders under the framework
6. Supply Obligations: Core obligations regarding supply of goods/services, including quality standards and specifications
7. Prices and Payment: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions
8. Delivery and Risk: Delivery terms, transfer of risk, acceptance procedures
9. Duration and Termination: Term of the agreement, renewal provisions, and termination rights
10. Warranties and Representations: Standard and specific warranties regarding supplies and capacity to perform
11. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Events excusing performance and consequences
14. General Provisions: Standard boilerplate clauses including notices, assignment, amendments, etc.
15. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction for disputes
1. Compliance with Laws: Specific section on regulatory compliance - used when dealing with regulated products or sectors
2. Environmental Requirements: Used when environmental compliance or sustainability is a key aspect of the supply arrangement
3. Quality Assurance: Detailed quality requirements - important for manufacturing or technical supplies
4. Service Levels: Include when the supply includes services with specific performance metrics
5. Data Protection: Required when personal data processing is involved in the supply arrangement
6. Intellectual Property: Important when supplies involve IP rights, software, or technology transfer
7. Anti-Corruption: Required for international supply arrangements or when dealing with public sector
8. Business Continuity: Important for critical supplies or when buyer requires specific continuity guarantees
9. Exit Management: Used for complex supply arrangements requiring detailed termination planning
1. Products/Services Description: Detailed specifications of goods/services covered by the framework
2. Pricing Schedule: Detailed pricing structure, including any volume discounts or pricing mechanisms
3. Service Levels and KPIs: Detailed performance metrics and measurement methods
4. Order Form Template: Standard form for placing orders under the framework
5. Technical Requirements: Detailed technical specifications and standards
6. Quality Standards: Specific quality requirements and testing procedures
7. Key Personnel: List of key contacts and responsible personnel from both parties
8. Approved Subcontractors: List of pre-approved subcontractors if relevant
9. Special Terms for Specific Products: Any special conditions applying to particular products/services
Authors
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Delivery Location
Delivery Terms
Force Majeure Event
Good Industry Practice
Goods
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Order Quantity
Order
Order Form
Price
Products
Purchase Order
Quality Standards
Related Parties
Renewal Term
Representatives
Schedules
Services
Specifications
Supplier Personnel
Supply Terms
Term
Territory
VAT
Working Hours
Background
Definitions
Interpretation
Framework Structure
Term and Duration
Ordering Process
Supply Obligations
Delivery
Title and Risk
Price and Payment
Invoicing
Quality Requirements
Performance Standards
Warranties
Liability and Indemnities
Insurance
Force Majeure
Confidentiality
Data Protection
Intellectual Property
Record Keeping
Audit Rights
Compliance with Laws
Anti-Corruption
Health and Safety
Environmental Requirements
Staff and Key Personnel
Subcontracting
Change Control
Termination
Consequences of Termination
Assignment and Transfer
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Manufacturing
Technology
Retail
Pharmaceuticals
Automotive
Food and Beverage
Electronics
Industrial Equipment
Chemical
Consumer Goods
Energy
Construction Materials
Medical Devices
Agricultural Products
Legal
Procurement
Supply Chain
Operations
Commercial
Risk & Compliance
Finance
Logistics
Quality Assurance
Business Development
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Chief Operating Officer
Purchasing Director
Vendor Management Lead
Operations Manager
Supply Chain Analyst
Category Manager
Sourcing Manager
Commercial Contracts Manager
Business Development Manager
Risk Manager
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