Supplier Agreement for the Netherlands

Supplier Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes and regulates the commercial relationship between a supplier and a customer for the provision of goods and/or services. The agreement incorporates key elements of Dutch contract law, including provisions from the Dutch Civil Code (Burgerlijk Wetboek), and addresses essential aspects such as ordering processes, delivery terms, quality requirements, payment conditions, and risk allocation. It ensures compliance with Dutch and EU regulations while providing a clear framework for ongoing supply relationships, dispute resolution, and performance standards.

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What is a Supplier Agreement?

The Supplier Agreement is a fundamental commercial contract used to establish and govern the relationship between organizations for the regular supply of goods or services under Dutch law. This document is essential when businesses require a structured framework for ongoing supply relationships, particularly where regular orders, consistent quality standards, and clear performance metrics are needed. The agreement incorporates crucial elements required under Dutch legislation, including the Dutch Civil Code and relevant EU regulations, while addressing practical commercial considerations such as ordering processes, delivery terms, warranties, and risk allocation. It's particularly valuable for businesses seeking to establish long-term supply relationships with clear obligations, rights, and remedies for both parties.

What sections should be included in a Supplier Agreement?

1. Parties: Identification of the contracting parties with full legal names and registered addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Supply: Detailed description of goods/services to be supplied

5. Ordering Process: Procedures for placing and accepting orders

6. Delivery Terms: Delivery obligations, timeframes, and Incoterms (if applicable)

7. Quality Requirements: Quality standards, specifications, and compliance requirements

8. Prices and Payment: Pricing structure, payment terms, invoicing procedures

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

10. Warranties: Supplier warranties regarding goods/services

11. Liability and Indemnification: Allocation of risks and liability limitations

12. Force Majeure: Circumstances excusing performance

13. Confidentiality: Protection of confidential information

14. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction for disputes

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

What sections are optional to include in a Supplier Agreement?

1. Intellectual Property Rights: Required when IP rights are created, licensed, or transferred

2. Data Protection: Required when personal data processing is involved

3. Insurance: Required for high-value or high-risk supplies

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

5. Environmental Requirements: Required for supplies with environmental impact

6. Business Continuity: Required for critical suppliers

7. Security Requirements: Required when supplier has access to systems or facilities

8. Anti-Corruption: Required for international supplies or public sector contracts

9. Audit Rights: Required for quality-critical or regulated supplies

10. Service Levels: Required for service contracts with performance metrics

What schedules should be included in a Supplier Agreement?

1. Schedule 1 - Specifications: Detailed technical specifications of goods/services

2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or price adjustment mechanisms

3. Schedule 3 - Service Levels: Detailed service level requirements and KPIs

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

5. Schedule 5 - Quality Requirements: Detailed quality standards and testing procedures

6. Schedule 6 - Contact Details: Key contacts and escalation procedures

7. Schedule 7 - Data Processing Agreement: Required GDPR compliance terms if personal data is processed

8. Schedule 8 - Business Continuity Plan: Disaster recovery and business continuity procedures

9. Appendix A - Approved Subcontractors: List of approved subcontractors if applicable

10. Appendix B - Security Requirements: Detailed security protocols and requirements

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

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Wholesale

Automotive

Electronics

Food and Beverage

Pharmaceuticals

Construction

Information Technology

Professional Services

Logistics

Healthcare

Energy

Telecommunications

Relevant Teams

Procurement

Legal

Supply Chain

Operations

Finance

Compliance

Quality Assurance

Risk Management

Commercial

Vendor Management

Contract Administration

Business Development

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Chief Operating Officer

Purchasing Manager

Vendor Relations Manager

Operations Director

Quality Assurance Manager

Risk Manager

Compliance Officer

Chief Financial Officer

Business Development Manager

Category 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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