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Master Supply Agreement for the Netherlands

Master Supply Agreement Template for Netherlands

A comprehensive framework agreement governed by Dutch law that establishes the terms and conditions for an ongoing supply relationship between a supplier and buyer. The agreement covers essential aspects including ordering procedures, delivery terms, quality requirements, warranties, pricing mechanisms, and risk allocation. It is designed to comply with Dutch civil law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek), and incorporates relevant EU regulations. The document serves as the principal agreement governing all subsequent purchase orders and supply transactions between the parties.

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What is a Master Supply Agreement?

The Master Supply Agreement is designed for situations where parties intend to establish a long-term supply relationship under Dutch law. It serves as an umbrella agreement that governs all future supply transactions, eliminating the need to negotiate terms for each individual purchase. This document is particularly useful when regular or recurring supplies are anticipated, and when parties need a robust framework that addresses quality standards, delivery terms, pricing mechanisms, and risk allocation. The agreement complies with Dutch legal requirements and common commercial practices, incorporating relevant provisions from the Dutch Civil Code (Burgerlijk Wetboek) and applicable EU regulations. It includes comprehensive terms for ordering procedures, performance standards, and dispute resolution, while maintaining flexibility through schedules that can be updated to reflect changing commercial terms.

What sections should be included in a Master Supply Agreement?

1. Parties: Identification and details of the contracting parties

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

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Framework terms for the supply relationship and exclusivity provisions if applicable

5. Ordering Process: Procedures for placing and accepting orders

6. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of goods

7. Price and Payment: Pricing structure, payment terms, invoicing, and price adjustment mechanisms

8. Quality Requirements: Quality standards, specifications, and quality control procedures

9. Warranties: Warranties regarding products, services, and general business conduct

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

11. Term and Termination: Duration of agreement, renewal provisions, and termination rights

12. Confidentiality: Protection of confidential information exchanged between parties

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement

What sections are optional to include in a Master Supply Agreement?

1. Intellectual Property Rights: Required when IP rights are relevant to the supply relationship, such as branded products or technical specifications

2. Data Protection: Include when personal data processing is involved in the supply relationship

3. Insurance: Specific insurance requirements when supplying high-value or high-risk products

4. Compliance with Laws: Detailed compliance obligations for regulated industries or products

5. Environmental Requirements: Include for supplies involving environmental considerations or hazardous materials

6. Security Requirements: Necessary when supply involves access to secure facilities or systems

7. Business Continuity: Important for critical supplies or when supplier is sole source

8. Key Performance Indicators: Include when specific performance metrics need to be maintained

9. Change Control: Required when formal process for changes to specifications or services is needed

What schedules should be included in a Master Supply Agreement?

1. Schedule 1 - Products and Pricing: Detailed list of products/services and associated pricing structure

2. Schedule 2 - Service Levels: Specific performance metrics and service level requirements

3. Schedule 3 - Technical Specifications: Detailed technical requirements and specifications for products

4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

5. Schedule 5 - Ordering Procedure: Detailed process for placing and fulfilling orders

6. Schedule 6 - Key Contacts: List of key personnel and contact details for both parties

7. Schedule 7 - Locations: Delivery locations and any specific requirements per location

8. Appendix A - Form of Purchase Order: Standard template for purchase orders under the agreement

9. Appendix B - Form of Order Confirmation: Standard template for confirming orders

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions









































Clauses












































Relevant Industries

Manufacturing

Retail

Distribution

Technology

Automotive

Electronics

Food and Beverage

Pharmaceuticals

Chemical Industry

Construction

Industrial Equipment

Consumer Goods

Telecommunications

Energy

Raw Materials

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Commercial

Finance

Quality Assurance

Risk and Compliance

Business Development

Logistics

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Chief Operating Officer

Purchasing Manager

Operations Manager

Quality Assurance Manager

Supply Chain Analyst

Business Development Manager

Category Manager

Vendor Manager

Risk Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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