Master Sales Agreement for the Netherlands

Master Sales Agreement Template for Netherlands

A comprehensive framework agreement governed by Dutch law that establishes the fundamental terms and conditions for ongoing sales transactions between parties. The agreement covers essential aspects including ordering processes, delivery terms, pricing mechanisms, quality standards, and risk allocation, while incorporating specific Dutch legal requirements and EU regulations where applicable. It serves as the primary agreement governing all subsequent sales transactions, providing clarity and consistency in commercial relationships while ensuring compliance with Dutch commercial law principles.

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What is a Master Sales Agreement?

The Master Sales Agreement serves as the cornerstone document for establishing long-term commercial relationships between suppliers and buyers under Dutch law. It is particularly suitable for businesses engaged in regular, ongoing sales transactions where multiple orders will be placed over time. The agreement provides a comprehensive framework covering commercial, operational, and legal aspects of the sales relationship, eliminating the need to negotiate individual terms for each transaction. This document type is essential when parties need to establish standardized processes for ordering, delivery, quality control, and payment while ensuring compliance with Dutch legal requirements and applicable EU regulations. The Master Sales Agreement typically includes various schedules and appendices that can be updated over time to reflect changing commercial terms without the need to amend the main agreement.

What sections should be included in a Master Sales Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and business relationship

3. Definitions: Defined terms used throughout the agreement

4. Scope of Agreement: Framework terms governing the overall sales relationship

5. Ordering Process: Procedures for placing and accepting orders

6. Delivery Terms: Terms and conditions for delivery of goods

7. Price and Payment: Pricing structure, payment terms, and invoicing procedures

8. Quality and Warranties: Quality standards, warranties, and quality control procedures

9. Title and Risk: Transfer of ownership and risk in the goods

10. Intellectual Property: IP rights, licenses, and protection measures

11. Confidentiality: Protection of confidential information

12. Duration and Termination: Term of agreement and termination provisions

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Force Majeure: Events excusing performance and consequences

15. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

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

1. Compliance with Laws: Specific regulatory compliance obligations, used when operating in regulated industries

2. Insurance: Insurance requirements, included when specific coverage is needed

3. Data Protection: GDPR compliance terms, required when personal data is processed

4. Environmental Compliance: Environmental standards and requirements, used for goods with environmental impact

5. Export Control: Export compliance terms, needed for international sales

6. Service Level Agreement: Performance metrics and standards, used when service components are included

7. Security Requirements: IT and physical security requirements, needed for sensitive products or services

8. Exclusive dealing: Exclusivity provisions, used when parties agree to exclusive arrangements

9. Minimum Purchase Commitments: Volume commitments, included for strategic supply relationships

10. Training and Support: Training and technical support provisions, needed for complex products

What schedules should be included in a Master Sales Agreement?

1. Schedule 1 - Products and Pricing: List of products and associated pricing structure

2. Schedule 2 - Technical Specifications: Detailed technical requirements and specifications for products

3. Schedule 3 - Service Levels: Specific service level requirements and metrics

4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement

5. Schedule 5 - Quality Control Procedures: Detailed quality control and testing procedures

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

7. Schedule 7 - Delivery Locations: Approved delivery locations and specific requirements

8. Schedule 8 - Return Procedures: Procedures for handling returns and rejected goods

9. Appendix A - Special Terms for Specific Products: Product-specific terms and conditions

10. Appendix B - Compliance Requirements: Detailed compliance requirements and certifications

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Wholesale Distribution

Consumer Goods

Industrial Equipment

Electronics

Automotive

Chemical

Pharmaceuticals

Food and Beverage

Software and IT

Telecommunications

Energy

Construction Materials

Relevant Teams

Legal

Sales

Procurement

Finance

Commercial

Supply Chain

Business Development

Operations

Compliance

Risk Management

Account Management

Relevant Roles

Chief Commercial Officer

Head of Sales

Procurement Manager

Commercial Director

Legal Counsel

Contract Manager

Supply Chain Manager

Business Development Manager

Sales Operations Manager

Chief Financial Officer

Account Manager

Purchasing Director

General Counsel

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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