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1. Parties: Identification and details of the buyer and seller, including registered addresses and company registration numbers
2. Background: Brief context of the agreement and the business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Framework terms governing the purchase orders issued under this agreement
5. Order Process: Procedures for submitting, accepting, and modifying purchase orders
6. Prices and Payment: Terms regarding pricing, invoicing, payment methods, and payment terms
7. Delivery: Terms regarding delivery timeframes, locations, and conditions
8. Title and Risk: Provisions regarding transfer of ownership and risk in the goods
9. Quality and Inspection: Standards for product quality and procedures for inspection and acceptance
10. Warranties: Warranties provided by the seller regarding the goods
11. Liability and Indemnification: Limitations of liability and indemnification obligations
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required when the goods involve IP rights or licensed technology
2. Compliance with Laws: Needed when dealing with regulated products or international trade
3. Confidentiality: Important when sensitive information will be exchanged
4. Insurance: Required for high-value goods or when specific risks need to be covered
5. Force Majeure: Important for long-term supply relationships or international trade
6. Environmental Compliance: Necessary when dealing with products subject to environmental regulations
7. Data Protection: Required when personal data processing is involved
8. Export Control: Needed for international transactions or controlled goods
9. Customs and Import Duties: Required for international transactions
1. Schedule 1 - Products and Specifications: Detailed list of products covered by the agreement with technical specifications
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Order Form Template: Standard form for submitting purchase orders under the agreement
4. Schedule 4 - Service Levels: Performance metrics and standards for delivery and quality
5. Schedule 5 - Key Contacts: List of key personnel and contact details for both parties
6. Appendix A - Quality Standards: Detailed quality requirements and testing procedures
7. Appendix B - Delivery Locations: List of approved delivery locations and specific delivery requirements
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