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Sole Supply Agreement Template for Netherlands

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Key Requirements PROMPT example:

Sole Supply Agreement

"I need a Sole Supply Agreement for our Dutch manufacturing company to be the exclusive supplier of automotive parts to a German car manufacturer, starting from January 2025, with strict quality control requirements and compliance with EU automotive standards."

Document background
This document template is designed for creating a Sole Supply Agreement under Dutch law, typically used when establishing an exclusive supply relationship between a supplier and buyer. It is particularly relevant when parties want to create a strong, committed supply chain relationship with elements of exclusivity. The agreement incorporates requirements from the Dutch Civil Code (Burgerlijk Wetboek) and ensures compliance with both Dutch and EU competition laws. It includes comprehensive provisions for supply obligations, quality standards, pricing mechanisms, and risk allocation, making it suitable for long-term supply arrangements where security of supply is crucial. The template addresses specific Dutch legal requirements while maintaining flexibility to accommodate various industry-specific needs and commercial terms.
Suggested Sections

1. Parties: Identification of the supplier and buyer, including full legal names and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the exclusive supply arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Scope of Supply: Details of exclusivity obligations, territory, and products covered

5. Supply Obligations: Supplier's obligations regarding product delivery, minimum volumes, and forecasting

6. Purchase Obligations: Buyer's commitments, including minimum purchase obligations and exclusivity requirements

7. Ordering Process: Procedures for placing and accepting orders, lead times, and order modifications

8. Prices and Payment: Product pricing, payment terms, invoicing, and price adjustment mechanisms

9. Delivery and Risk: Delivery terms, Incoterms, transfer of risk, and acceptance procedures

10. Quality Requirements: Product specifications, quality standards, and quality control procedures

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

12. Intellectual Property: IP ownership, licenses, and protection measures

13. Confidentiality: Protection of confidential information and trade secrets

14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

15. Force Majeure: Events excusing performance and consequences

16. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

Optional Sections

1. Competition Law Compliance: Specific provisions ensuring compliance with EU and Dutch competition laws, recommended when market shares exceed 15-20%

2. Product Development: Procedures for new product development and incorporation into the agreement, needed if products may evolve

3. Marketing and Promotion: Marketing obligations and restrictions, relevant if parties share marketing responsibilities

4. Environmental Compliance: Environmental standards and sustainability requirements, important for environmentally sensitive products

5. Data Protection: GDPR compliance provisions, required if personal data is processed

6. Export Control: Export compliance provisions, necessary for international trade

7. Change Control: Procedures for handling changes to specifications or requirements, important for complex products

8. Service Levels: Specific performance metrics and remedies, relevant for critical supply relationships

Suggested Schedules

1. Schedule 1 - Products and Specifications: Detailed list of products and their technical specifications

2. Schedule 2 - Prices: Price list and any volume-based discounts

3. Schedule 3 - Quality Standards: Detailed quality requirements and testing procedures

4. Schedule 4 - Service Levels: Specific performance metrics and measurement criteria

5. Schedule 5 - Forecast and Ordering Procedure: Detailed procedures for forecasting and ordering

6. Appendix A - Form of Purchase Order: Standard form for placing orders

7. Appendix B - Technical Documentation: Product technical documentation and certifications

8. Appendix C - Contact Details: Key contacts for both parties for various functions

Authors

Alex Denne

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

Relevant legal definitions



























































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Relevant Industries

Manufacturing

Automotive

Electronics

Chemical Industry

Pharmaceuticals

Food and Beverage

Industrial Equipment

Consumer Goods

Raw Materials

Technology Hardware

Medical Devices

Aerospace

Telecommunications

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Sales

Business Development

Compliance

Finance

Quality Assurance

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Purchasing Officer

Category Manager

Chief Operating Officer

Sourcing Manager

Vendor Manager

General Counsel

Sales Director

Commercial Contracts Manager

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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