A Framework Supply Agreement is essential for businesses engaging in regular supply relationships where they need a master agreement to govern multiple future transactions. This document, governed by Austrian law, establishes the overarching terms and conditions while allowing flexibility for individual orders. It's particularly useful when parties anticipate an ongoing business relationship involving multiple purchases over time, as it eliminates the need to negotiate terms for each transaction. The agreement includes key provisions required under Austrian law (including the ABGB and UGB) such as ordering mechanisms, quality standards, liability provisions, and termination rights, while also ensuring compliance with EU regulations where applicable. It's designed to provide both legal certainty and commercial flexibility, making it ideal for businesses seeking to establish long-term supply relationships in Austria.
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1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Agreement: Framework terms and general scope of supply arrangement
5. Ordering Process: Procedures for placing and accepting individual orders under the framework
6. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of goods
7. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
8. Quality Requirements: Quality standards, specifications, and quality assurance processes
9. Warranties: Warranties regarding products, compliance with laws, and general representations
10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
11. Term and Termination: Duration of the agreement and termination rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Minimum Purchase Commitments: Include when there are agreed minimum purchase volumes or values
2. Exclusivity: Include when either party has exclusive rights or obligations
3. Insurance: Include when specific insurance requirements are necessary due to product nature or value
4. Intellectual Property: Include when IP rights are relevant to the supplied products
5. Data Protection: Include when personal data processing is involved in the supply relationship
6. Compliance with Laws: Include when specific regulatory compliance requirements apply
7. Environmental Requirements: Include for products with environmental impact or regulations
8. Change Control: Include when formal processes for changes to specifications or terms are needed
1. Schedule 1 - Product Specifications: Detailed technical specifications of products to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures
5. Schedule 5 - Order Form Template: Standard form for placing individual orders under the framework
6. Schedule 6 - Key Contacts: List of key personnel and contact details for both parties
7. Schedule 7 - Delivery Locations: Approved delivery locations and any specific delivery requirements
8. Schedule 8 - Reporting Requirements: Ƶ and requirements for regular reporting
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