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Vendor Supplier Agreement Template for Germany

A comprehensive commercial agreement governed by German law that establishes and regulates the relationship between a supplier and a purchaser for the provision of goods or services. The agreement incorporates specific requirements under German commercial law (HGB) and civil law (BGB), addressing crucial aspects such as delivery terms, quality requirements, warranty provisions, and liability allocation. It includes detailed provisions for ordering processes, pricing mechanisms, and compliance with German and EU regulations, particularly regarding product liability, data protection, and supply chain due diligence requirements.

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What is a Vendor Supplier Agreement?

This Vendor Supplier Agreement is designed for use in commercial relationships governed by German law, establishing the framework for ongoing supply arrangements between vendors and purchasers. It is particularly suited for businesses requiring a structured approach to their supply chain management, whether for goods or services. The agreement incorporates essential elements required under German legislation, including the German Civil Code (BGB) and Commercial Code (HGB), while addressing modern business needs such as supply chain due diligence, data protection, and quality assurance. It is especially relevant for companies seeking to establish long-term supply relationships in Germany or with German business partners, providing comprehensive coverage of commercial terms, compliance requirements, and risk allocation between parties.

What sections should be included in a Vendor Supplier Agreement?

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

2. Background: Context of the agreement and business relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Scope of Supply: Detailed description of goods/services to be supplied, including specifications and quantities

5. Ordering Process: Procedures for placing and accepting orders, including lead times and minimum order quantities

6. Prices and Payment Terms: Pricing structure, payment terms, invoicing requirements, and currency specifications

7. Delivery Terms: Delivery conditions, Incoterms, packaging requirements, and transfer of risk provisions

8. Quality Requirements: Quality standards, testing procedures, and acceptance criteria

9. Warranties and Representations: Warranties regarding products/services, compliance with laws, and business conduct

10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement, renewal terms, and termination rights

13. Force Majeure: Events excusing performance and related procedures

14. Governing Law and Jurisdiction: Application of German law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Vendor Supplier Agreement?

1. Data Protection: Required when personal data processing is involved, addressing GDPR compliance requirements

2. Intellectual Property Rights: Needed when IP rights are relevant to the supplied goods/services

3. Insurance: Include when specific insurance requirements are necessary for high-value or high-risk supplies

4. Environmental Compliance: Required for supplies involving environmental considerations or hazardous materials

5. Supply Chain Due Diligence: Include when agreement falls under the scope of the Supply Chain Due Diligence Act

6. Export Control: Necessary for cross-border supplies or goods subject to export restrictions

7. Service Levels: Include for service contracts or when specific performance metrics are required

8. Business Continuity: Important for critical supplies or services requiring disaster recovery planning

9. Audit Rights: Include when supplier audits are necessary for compliance or quality assurance

What schedules should be included in a Vendor Supplier Agreement?

1. Schedule 1 - Products/Services Specification: Detailed technical specifications of products or services to be supplied

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including volume discounts and price adjustment mechanisms

3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement criteria

4. Schedule 4 - Quality Requirements: Specific quality standards, testing procedures, and acceptance criteria

5. Schedule 5 - Approved Production Facilities: List of approved manufacturing or service delivery locations

6. Schedule 6 - Contact Details: Key contact persons and escalation procedures

7. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements

8. Appendix B - Compliance Requirements: Specific regulatory and compliance requirements

9. Appendix C - Form of Purchase Order: Standard form for placing orders under the agreement

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Supplier Agreement

Cost

Free to use

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