The Master Supplier Agreement is designed for businesses operating in Belgium that need to establish long-term supply relationships with their vendors. It provides a comprehensive framework for managing supplier relationships while ensuring compliance with Belgian and EU law. This agreement is particularly suitable when a company expects to make multiple purchases over time and needs standardized terms for ordering, delivery, quality standards, and payment. The Master Supplier Agreement includes essential provisions required under Belgian law regarding payment terms, product liability, and commercial practices, while also addressing EU requirements such as GDPR compliance. It's structured to allow flexibility through purchase orders while maintaining consistent core terms, making it efficient for ongoing supplier relationships.
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1. Parties: Identification of the contracting parties with full legal names and registration details
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Framework terms governing the supply relationship and process for placing orders
5. Ordering Process: Procedures for submitting, accepting, and processing orders
6. Delivery and Acceptance: Terms governing delivery timeframes, acceptance criteria, and rejection procedures
7. Quality Requirements: Quality standards, specifications, and compliance requirements for supplied goods/services
8. Pricing and Payment: Price determination, invoicing procedures, and payment terms compliant with Belgian law
9. Supplier Obligations: Key responsibilities and warranties of the supplier
10. Customer Obligations: Key responsibilities of the customer
11. Data Protection: GDPR compliance requirements and data processing obligations
12. Intellectual Property: IP ownership, licenses, and protection measures
13. Confidentiality: Protection of confidential information and trade secrets
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Insurance: Required insurance coverage and minimum limits
16. Term and Termination: Duration of agreement and termination rights
17. Force Majeure: Events excusing performance and related procedures
18. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction provisions
19. General Provisions: Standard boilerplate clauses including assignment, amendments, and notices
1. Compliance with Laws: Detailed compliance obligations, recommended for international suppliers or regulated industries
2. Environmental Requirements: Specific environmental standards and certifications, used when environmental compliance is crucial
3. Service Levels: Detailed service level requirements and KPIs, used for service-based agreements
4. Business Continuity: Business continuity and disaster recovery requirements, important for critical suppliers
5. Audit Rights: Extended audit and inspection rights, recommended for regulated industries or critical suppliers
6. Security Requirements: Specific IT and physical security requirements, important for suppliers with access to systems or premises
7. Ethics and Anti-Corruption: Detailed ethics and anti-corruption provisions, recommended for international suppliers
8. Personnel Requirements: Specific requirements for supplier personnel, important for on-site services
9. Transition Assistance: Terms for providing transition assistance upon termination, important for critical services
1. Schedule 1 - Goods and Services Description: Detailed description of goods and/or services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, measurement criteria, and remedies
4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications
5. Schedule 5 - Operational Procedures: Detailed procedures for ordering, delivery, and day-to-day operations
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and details
7. Schedule 7 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
8. Appendix A - Contact Details: Key contact information for both parties
9. Appendix B - Form of Purchase Order: Standard form for placing orders under the agreement
10. Appendix C - Acceptance Testing Procedures: Detailed procedures for acceptance testing of goods or services
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