The Agreement Between Customer And Supplier is a crucial commercial document used to formalize and govern the relationship between parties engaged in the supply of goods or services in Belgium. This agreement is essential when establishing a formal supply relationship, whether for a one-time substantial purchase or an ongoing supply arrangement. It ensures compliance with Belgian commercial law, including the Belgian Civil Code and Code of Economic Law, while also addressing relevant EU regulations. The document covers all critical aspects of the supply relationship, from basic commercial terms to specific legal requirements under Belgian law, such as payment terms, liability limitations, and warranty provisions. It's particularly important for businesses operating in Belgium or choosing Belgian law as their governing law, as it incorporates jurisdiction-specific requirements while providing clarity and protection for both parties' interests.
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1. Parties: Identification and details of the Customer and Supplier, including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of products/services to be provided by the Supplier
5. Pricing and Payment Terms: Prices, payment schedule, invoicing requirements, and late payment consequences
6. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of goods/services
7. Quality and Standards: Quality requirements and applicable standards for products/services
8. Warranties: Warranties provided by the Supplier regarding products/services
9. Liability and Indemnification: Limitations of liability and indemnification obligations
10. Term and Termination: Duration of agreement and conditions for termination
11. Confidentiality: Obligations regarding confidential information
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required when the supply involves software, designs, or other IP-protected items
2. Data Protection: Required when personal data processing is involved in the supply relationship
3. Insurance: Required for high-value or high-risk supply relationships
4. Service Levels: Required when specific performance metrics need to be maintained
5. Change Management: Required for long-term or complex supply relationships where changes may be needed
6. Security Requirements: Required when supplier needs access to customer systems or facilities
7. Environmental Compliance: Required when supply involves environmental considerations or regulations
8. Export Control: Required when products/services are subject to export regulations
1. Schedule 1 - Products/Services Specification: Detailed technical specifications of products/services
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methods
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
5. Schedule 5 - Contact Details: Key contacts and escalation procedures
6. Appendix A - Technical Requirements: Specific technical requirements or standards to be met
7. Appendix B - Quality Control Procedures: Detailed quality control and testing procedures
8. Appendix C - Forms and Templates: Standard forms for ordering, acceptance, reporting etc.
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