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1. Parties: Identification and details of the contracting parties, including registration numbers and addresses
2. Background: Context of the agreement and the parties' intention to establish a trading relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overview of trading relationship and types of transactions covered
5. Ordering Process: Procedures for placing and accepting orders
6. Delivery Terms: Terms and conditions for delivery, including Incoterms
7. Price and Payment: Pricing mechanisms, payment terms, invoicing requirements
8. Quality and Compliance: Quality standards, specifications, and compliance requirements
9. Warranties: Warranties regarding products/services, capacity to contract, and compliance
10. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
11. Term and Termination: Duration of agreement and grounds for termination
12. Confidentiality: Protection of confidential information exchanged between parties
13. Force Majeure: Circumstances excusing performance and related procedures
14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including assignment, notices, and amendments
1. Intellectual Property Rights: Required when trading involves licensed products, technology transfer, or branded goods
2. Data Protection: Required when personal data processing is involved in the trading relationship
3. Insurance: Include when specific insurance requirements are necessary for the trade relationship
4. Export Control: Required for international trade involving regulated goods or restricted territories
5. Sustainability Requirements: Include when parties agree to specific environmental or social responsibility standards
6. Anti-Corruption Compliance: Include for international trade or when dealing with government entities
7. Credit Terms: Include when extended payment terms or credit facilities are provided
8. Service Levels: Required when specific performance metrics need to be maintained
9. Business Continuity: Include for critical supply relationships requiring disaster recovery planning
10. Change Control: Include when formal processes for changes to specifications or terms are needed
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Pricing: Detailed pricing structure, including any volume discounts or special pricing mechanisms
3. Schedule 3 - Technical Specifications: Detailed product specifications or service requirements
4. Schedule 4 - Service Levels: Detailed service level requirements and measurement criteria
5. Schedule 5 - Key Contacts: List of key personnel and contact details for both parties
6. Schedule 6 - Locations: Delivery locations, warehouses, or service locations
7. Schedule 7 - Quality Standards: Detailed quality requirements and testing procedures
8. Appendix A - Standard Operating Procedures: Detailed operational procedures for order processing and fulfillment
9. Appendix B - Form Documents: Standard forms for purchase orders, order confirmations, and other routine communications
10. Appendix C - Compliance Requirements: Detailed compliance requirements and certification standards
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