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1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the reverse purchase arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Overview of the reverse purchase arrangement, including basic obligations of both parties
5. Purchase Commitment: Details of the seller's commitment to repurchase goods, including timing and conditions
6. Pricing and Payment Terms: Specific provisions on pricing mechanism, payment terms, and invoicing requirements in accordance with Belgian law
7. Delivery and Transfer of Risk: Terms regarding delivery, acceptance, and transfer of risk for the goods
8. Quality Requirements: Quality standards, specifications, and inspection rights
9. Warranties and Representations: Standard warranties and representations from both parties
10. Term and Termination: Duration of the agreement and circumstances allowing termination
11. Liability and Indemnification: Scope of liability, limitations, and indemnification obligations
12. Force Majeure: Events constituting force majeure and consequences
13. Confidentiality: Obligations regarding confidential information
14. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Intellectual Property Rights: Needed when the goods involve IP rights or when branding/trademark usage needs to be addressed
3. Compliance with Laws: Detailed compliance obligations when dealing with regulated products or industries
4. Security Interests: Required when additional security or guarantees are needed for the reverse purchase obligation
5. Data Protection: Necessary when personal data processing is involved in the transaction
6. Environmental Compliance: Required for goods with environmental implications or regulatory requirements
7. Step-In Rights: Optional provisions for circumstances where one party may need to take over certain obligations
8. Change Control: Needed when flexibility for changing specifications or terms during the agreement period is required
1. Schedule 1 - Product Specifications: Detailed technical specifications of the goods subject to reverse purchase
2. Schedule 2 - Pricing Schedule: Detailed pricing mechanisms, calculations, and adjustments
3. Schedule 3 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Schedule 4 - Operational Procedures: Detailed procedures for ordering, delivery, and reverse purchase
5. Schedule 5 - Service Levels: Performance metrics and service level requirements if applicable
6. Schedule 6 - Form of Purchase Order: Template for purchase orders under the agreement
7. Schedule 7 - Contact Details: Key contacts and notice details for both parties
8. Appendix A - Template Reports: Standard reporting formats required under the agreement
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