Drafting a Basic Ordering Agreement

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Drafting a Basic Ordering Agreement (BOA) is essential for any business transaction. It is a legally binding document that outlines the obligations of each party and helps to ensure both parties benefit from the agreement. The BOA should clearly state the terms and conditions relating to goods or services provided, cost, payment schedule, warranties and indemnities. In this way, it serves as an effective framework for resolving disputes between either party.

It can also protect the interests of each party involved in the transaction. This includes protecting intellectual property rights, enabling confidentiality agreements and providing a mechanism for recovering losses resulting from breach of contract. Finally, having a written record of the agreement will provide each party with certainty in case of any disputes arising between them in future.

The Genie AI team understands just how important it is to have a comprehensive BOA document in place when entering into business transactions. We provide free basic ordering agreement templates as part of our community template library which are designed to make it easier for businesses to draft such documents without having to hire an expert lawyer or incur expensive legal fees. In addition, our step-by-step guidance explains how to access our template library today so that anyone can easily create their own high quality legal documents quickly and at no cost.
At Genie AI we are committed to helping businesses enter into mutually beneficial agreements with ease – you don’t need a Genie AI account – all you need is our comprehensive guide which will ensure you understand your rights and responsibilities under any BOA entered into without fear! Read on below for more information on accessing our template library today!

Definitions (feel free to skip)

Parties: People or entities involved in a legal agreement.
Legal Status: A legal classification of a person or organization based on the laws of a jurisdiction.
Contract: A legally binding agreement between two or more parties.
Terms and Conditions: Rules and regulations that must be followed in an agreement.
Pricing Structure: The cost of goods or services in an agreement.
Delivery Terms: Rules regarding when and how goods or services are to be delivered.
Payment Terms: Rules regarding when and how payments are to be made.
Dispute Resolution: Processes for resolving disagreements in an agreement.
Liability: The legal responsibility of one party in an agreement.
Insurance Requirements: Rules regarding the amount of insurance coverage that must be maintained by one or both parties in an agreement.
Change Order Process: Procedures for requesting or approving changes to an agreement.
Termination Procedure: Processes for ending an agreement.
Timeline: A schedule of when certain events must occur.
Approval: Acceptance of an agreement.
Signatures: Written or electronic consent of parties to an agreement.
Contract Management: The process of maintaining and monitoring an agreement.
Compliance: Meeting the rules and regulations of an agreement.

Contents

• Identifying the parties involved and the scope of the agreement
• Determining the legal status of each party
• Gathering the necessary information from each party
• Drafting the agreement
• Defining the terms and conditions of the agreement
• Establishing the pricing structure
• Establishing the delivery terms
• Establishing the payment terms
• Establishing dispute resolution procedure
• Determining liability and insurance requirements
• Establishing a change order process
• Outlining the termination procedure
• Establishing a timeline for contract completion
• Obtaining approval and signatures of all parties
• Developing a contract management system
• Ensuring compliance with applicable laws and regulations
• Storing the final agreement in a secure location

Get started

Identifying the parties involved and the scope of the agreement

• Obtain the contact information for the two parties involved in the agreement
• Identify the scope of the agreement and any limitations
• Determine the intended purpose and objectives of the agreement
• Confirm that the parties involved have the legal authority to enter into the agreement
• Specify the rules, regulations, and guidelines that will govern the agreement

How you’ll know when you can check this off your list and move on to the next step:

• When you have confirmed the contact information, scope of the agreement, purpose, objectives, and legal authority of the parties involved, you can then check this step off your list and move on to the next step.

Determining the legal status of each party

• Confirm that the parties involved can legally enter into the Basic Ordering Agreement.
• Check the government’s regulations to ensure the parties qualify.
• Verify that both parties are in compliance with all applicable laws.
• When the legal status of all parties has been confirmed, you can check this off your list and move on to the next step.

Gathering the necessary information from each party

• Identify the parties involved in the agreement and the contact information of each of them
• Determine the specific details of the agreement, such as the scope of the project, the timeframes, the materials and services to be exchanged, and any other necessary information
• Collect all relevant financial documents, such as invoices, purchase orders, and any other relevant financial documents
• Collect any relevant legal documents, such as contracts, terms and conditions, and any other legal documents
• Once all of the necessary information has been gathered, check it off your list and move onto drafting the agreement.

Drafting the agreement

• Create the document in the format requested by the parties
• Consult with the parties to ensure the document includes all necessary information
• Draft the document according to the instructions and information provided by the parties
• Ensure the document includes all relevant terms and conditions of the agreement
• Make sure that all parties are in agreement with the contents of the agreement
• Have the parties sign the agreement
• Ensure that the agreement is legally binding
• Finalize the document by having all parties sign the agreement
• When all parties have signed the agreement, you can check this off your list and move on to the next step.

Defining the terms and conditions of the agreement

• Consult with legal counsel to ensure that all relevant terms and conditions are included in the agreement
• Research existing Basic Ordering Agreements (BOAs) to determine which terms and conditions should be included in your agreement
• Draft the terms and conditions of the agreement in a detailed and comprehensive manner
• Include the start and end dates of the agreement, along with any other relevant timelines
• Outline the scope of the agreement, and list any special provisions
• Describe the rights, responsibilities, and obligations of each party
• Add any additional terms and conditions that are specific to the agreement
• Have the agreement reviewed by both parties for accuracy
• Once both parties have agreed to the terms and conditions, the document can be finalized
• With the terms and conditions of the agreement finalized, you can move on to the next step of establishing the pricing structure

Establishing the pricing structure

• Determine the pricing structure to be used and define the prices for the goods and services being purchased.
• Include any discounts or adjustments to the prices, such as volume discounts, seasonal pricing, and so on.
• List any additional charges, such as taxes, freight, handling, and so on.
• Include any payment terms, such as when payment is due, how many days after receipt of goods/services, and any penalties for late payments.
• Define any terms related to refunds, returns, or exchanges.

Once all the pricing information has been determined, the pricing structure for the agreement can be finalized. This step can then be checked off the list and the next step, establishing the delivery terms, can be completed.

Establishing the delivery terms

• Consult with the other party to determine how the goods/services will be delivered.
• Agree on a delivery schedule, including delivery timetables, delivery locations, and other relevant details.
• Consider any special requirements for the delivery, such as insurance coverage or transportation costs.
• Document the agreed-upon delivery terms in the Basic Ordering Agreement.
• Once the delivery terms have been established and documented, this step is complete and you can move on to the next step.

Establishing the payment terms

• Determine the payment terms (e.g. net 30, net 60, etc.)
• Include any additional payment details (e.g. any late payment fees, discounts for early payment, etc.)
• Specify the currency of payment
• Include any other terms related to payment
• Once the payment terms are established and agreed upon, the step is complete and you can move on to the next step.

Establishing dispute resolution procedure

• Determine the length of time each party has to file a dispute within the ordering agreement
• Establish the process for how the dispute will be handled, such as through arbitration or mediation
• Draft the clause that outlines the dispute resolution procedure
• Have both parties review and sign the agreement
• Once both parties have reviewed and signed the agreement, you have successfully established the dispute resolution procedure for the Basic Ordering Agreement and can move on to the next step.

Determining liability and insurance requirements

• Determine the type and scope of liability that the ordering party and the contractor will assume
• Identify insurance requirements and other financial assurances that must be met to satisfy the agreement
• Draft clauses for the agreement that specify the liability and insurance requirements
• Review the agreement with all parties involved to ensure that the liability and insurance requirements are satisfactory
• Once all parties have agreed to the liability and insurance requirements, the step is complete and you can move on to the next step of establishing a change order process.

Establishing a change order process

• Establish a change order process for any modifications or amendments to the original Basic Ordering Agreement.
• Create a standardized change order form that outlines the details of the change, including the scope, timeline, cost, and any other relevant information.
• Decide who will be responsible for reviewing and approving change orders (e.g. a senior executive, the project manager, etc.).
• Develop a process for tracking changes and ensuring they are implemented in a timely manner.
• Outline the terms and conditions associated with change orders, including any fees that may be applicable.

When you’ve completed the steps above, you can check this off your list and move on to outlining the termination procedure.

Outlining the termination procedure

• Draft a termination procedure that outlines how and when the contract may be terminated by either party
• Include details such as:
• What notice is required prior to termination
• Who bears the responsibility for any costs incurred prior to termination
• How disputes will be resolved
• Have the document reviewed and approved by both parties
• Once both parties have agreed on the termination procedure, you can check this off your list and move on to the next step in drafting the Basic Ordering Agreement.

Establishing a timeline for contract completion

• Establish a timeline for the completion of the Basic Ordering Agreement (BOA) between all parties.
• Identify the start and end dates of the agreement and set any milestones that need to be met along the way.
• Consider the timeframe of any other related contracts and link the BOA to those if applicable.
• Agree on the timeline with all parties and document in the BOA.
• Once the timeline is agreed upon and documented, you can check this step off your list and move on to the next step.

Obtaining approval and signatures of all parties

• Have all parties review the Basic Ordering Agreement and make any necessary changes
• Obtain written approval from all parties
• Gather all signatures from the parties and make sure they are legally binding
• Once all parties have approved and signed the BAA, you can check this step off your list and move on to the next step.

Developing a contract management system

• Establish a framework for drafting, reviewing, and approving the Basic Ordering Agreement.
• Document the workflow process from drafting to approval, including all stakeholders involved.
• Develop templates for the Basic Ordering Agreement and related documents, as well as any other documents needed for the contract management system.
• Create a system for tracking the progress of each agreement, including any changes or updates.
• Ensure that the system is user-friendly and easily accessible to all stakeholders.

You’ll know you can move on to the next step when the contract management system is complete and all stakeholders are familiar with the system.

Ensuring compliance with applicable laws and regulations

• Research applicable laws and regulations to ensure the BOA is compliant
• Consult a legal professional if necessary to ensure understanding of all laws and regulations
• Make sure any necessary licenses, permits, and approvals are obtained
• Verify that all documents involved in the BOA are compliant with the laws and regulations
• Check to make sure all parties involved in the BOA are aware of the laws and regulations that apply
• When all the above is complete, you can move on to the next step of storing the final agreement in a secure location.

Storing the final agreement in a secure location

• Make sure the BOA is properly signed and dated by all parties
• Store the agreement in a safe and secure location, such as a locked filing cabinet or a secure cloud storage system
• Make sure all stakeholders have access to the agreement, either via a digital copy or a hard copy
• Create an audit trail to track who has accessed the BOA and when
• Check off the step when the BOA is stored in a secure location and all stakeholders have access to it.

FAQ:

Q: What is the purpose of a Basic Ordering Agreement?

Asked by Rebekah on June 10th, 2022.
A: A Basic Ordering Agreement (BOA) is a legal document used to set the conditions and rules for ordering goods and services, typically between two companies. It’s commonly used when establishing long-term business relationships, as it provides both parties with a framework of expectations and obligations that makes the ordering process simpler and more efficient.

Q: How do I know if I need a BOA?

Asked by Jose on March 1st, 2022.
A: If you are establishing a long-term relationship with another company that involves regularly ordering goods or services from them, then it is likely you should have a BOA in place. This will ensure that the terms of your agreement are clear, helping to reduce misunderstandings and prevent disputes. By having a BOA in place, there will also be clear rules for the purchase and sale of goods or services, helping to streamline the process for both parties.

Q: What are the differences between BOAs in the US, UK and EU?

Asked by Tyler on April 11th, 2022.
A: The major differences between BOAs in different jurisdictions are related to their local laws and regulations. For example, US BOAs have specific rules regarding the protection of intellectual property rights, while UK BOAs are subject to consumer rights legislation such as the Consumer Rights Act 2015. EU BOAs must also comply with European Union regulations such as the General Data Protection Regulation (GDPR). In addition to this, each jurisdiction may have different requirements regarding contractual language and dispute resolution procedures. Therefore, it is important to consult a qualified lawyer in the relevant jurisdiction when drafting a BOA.

Q: What documents will I need to provide when drafting a BOA?

Asked by Isabella on May 20th, 2022.
A: When drafting a BOA, you will need to provide documents such as proof of identity for both parties involved in the agreement, details of the goods or services being ordered/supplied, payment information and other relevant legal documents. Depending on your particular situation, you may also need to provide additional documents such as invoices or proof of insurance. It is always best practice to seek legal advice before entering into any agreement in order to ensure that all necessary documentation is provided and that your rights are fully protected.

Q: How do I ensure my BOA is legally binding?

Asked by Jacob on February 15th, 2022.
A: To ensure that your BOA is legally binding, there should be several key elements present within the document itself. Firstly, both parties involved must have clearly defined roles and responsibilities; this means that each party must understand their rights and obligations under the agreement before signing it. Secondly, both parties must provide written consent to enter into the agreement; this can be done through signing an acceptance letter or completing an online form. Finally, all terms of the agreement should be clearly stated in writing; this may include details about payment schedules and delivery dates for example. Once these elements are present within your agreement then it should be legally binding when signed by both parties involved.

Q: What should I consider when drafting a BOA?

Asked by Sophia on July 5th, 2022.
A: When drafting a BOA there are several factors that should be taken into consideration in order to ensure that all parties’ rights are fully protected. Firstly, you should consider what specific conditions or obligations need to be included in order for the agreement to be legally binding – such as payment schedules or delivery dates – as well as any additional clauses that may need to be included depending on your particular situation (e.g., intellectual property rights). Secondly, you should consider which jurisdiction’s laws will govern the agreement; for instance if you are dealing with companies from multiple countries then it is important that all applicable laws from each country are taken into account when drafting your BOA. Lastly, consider how disputes will be handled if they arise; including any dispute resolution procedures in your agreement can help reduce misunderstandings and save time if issues arise between both parties involved at a later date.

Q: What information do I need from my supplier before drafting a BOA?

Asked by Daniel on August 17th, 2022.
A: Before drafting a BOA with your supplier you will need certain pieces of information from them in order to ensure that all aspects of your agreement are fully covered and legally enforceable. This includes details about their business such as their registered address and contact information; confirmation of their tax ID/VAT number; proof of identity; details of their insurance policies (if applicable); copies of any applicable licenses; details about any applicable warranties or guarantees they offer; evidence of payment processing systems they use (e.g., credit card details); and finally copies of any relevant contracts they have with other parties involved in the transaction (e.g., carriers). All these pieces of information should then be included within the actual document itself before being signed by both parties involved in order for it to be legally binding upon completion.

Example dispute

Suing a Company Based on a Basic Ordering Agreement

• Determine the legal basis for the lawsuit. This may include a breach of a contract or a violation of a regulation or civil law.
• Gather information needed to support the lawsuit such as copies of the Basic Ordering Agreement, emails, and other relevant documents.
• If the plaintiff is seeking damages, they should calculate the monetary value of those damages.
• File the lawsuit in the appropriate court.
• Serve the defendant with the lawsuit and provide them with evidence of the violation.
• Present the case in court and argue for a settlement (or damages if applicable) in favor of the plaintiff.
• Negotiate a settlement with the defendant or wait for a court decision.

Templates available (free to use)

B2B Framework Master Services Agreement
B2B Simple Framework Services Agreement Supplier Friendly
Framework Agreement
Framework Agreement For Advertising Services Pro Client
Framework Arrangement Guide For Public Sector Services
Framework Contract
Framework Purchase Agreement
Framework Services Agreement
Global Framework Agreement
Jct Framework Agreement
Jct Framework Agreement Guide
Master Framework Agreement
Service Award Framework Agreement Following Public Sector Procurement Exercise
Service Framework Agreement

‍