The Agreement Between Supplier And Customer is a fundamental commercial contract used to establish and govern the relationship between parties engaged in the supply of goods or services in Belgium. This document is essential when businesses or individuals enter into regular supply arrangements that require clear terms and conditions, quality standards, and defined responsibilities. It incorporates requirements under Belgian law, including civil code provisions, consumer protection regulations, and relevant EU directives. The agreement is particularly important for ongoing commercial relationships where parties need detailed terms for ordering, delivery, payment, and dispute resolution. It can be customized for both B2B and B2C relationships, though different legal requirements apply to each. The document should be drafted in compliance with Belgian linguistic requirements, especially when used in specific regions of Belgium.
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1. Parties: Identification and details of the supplier and customer, including registration numbers and registered offices
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Supply: Detailed description of products/services to be supplied
5. Ordering Process: Procedures for placing and accepting orders
6. Pricing and Payment Terms: Price structure, payment terms, invoicing requirements, and VAT provisions
7. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of goods/services
8. Quality and Warranties: Quality standards, warranties, and remedies for defective products/services
9. Term and Termination: Duration of agreement and termination rights
10. Confidentiality: Protection of confidential information exchanged between parties
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Force Majeure: Events excusing performance and consequences
13. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Service Levels: Include when agreement involves ongoing services with specific performance metrics
2. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
3. Insurance: Include when specific insurance requirements are needed due to risk profile
4. Intellectual Property: Include when IP rights are relevant to the products/services
5. Export Control: Include for international trade or regulated products
6. Business Continuity: Include for critical supply relationships
7. Environmental Compliance: Include when environmental regulations are relevant to the supply
8. Anti-Corruption: Include for high-value contracts or public sector customers
1. Schedule 1 - Product/Service Specifications: Detailed technical specifications of products or services
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement metrics
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
5. Schedule 5 - Contact Details: Key contacts and notice details for both parties
6. Schedule 6 - Special Terms: Any special terms or conditions specific to particular products or services
7. Appendix A - Order Form Template: Standard form for placing orders under the agreement
8. Appendix B - Acceptance Test Procedures: Procedures for testing and accepting deliverables
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