General Supply of Goods Framework Agreement
This General Supply of Goods Framework Agreement template (a "framework" or "call off" agreement) enables a supplier of goods to establish a facility with a customer whereby from time to time the customer can place an order with the supplier on pre-agreed standard terms.
The template takes the form of an agreement containing core terms and conditions to apply to each order. Those core terms apply to any order, irrespective of the particular type of goods that the supplier provides to its customer. The core terms include the ordering procedure (set out in Schedule 1) to be followed by the customer when they decide to place an order.
In addition, the template provides for a set of additional terms to be attached as Schedule 2 to the Agreement, and for those additional terms to apply to each order in conjunction with the core terms. Once Schedule 2 containing the appropriate terms has been attached to the Agreement, it is then signed by both parties.
The particular set of terms to be attached as Schedule 2 will depend both on the particular type of goods to be provided and the circumstances and requirements of the supplier. As the supplier, you might wish to attach a copy of either your own standard terms for supply of a particular type(s) of goods or an adapted version of those terms, or if appropriate, you might attach as Schedule 2 the terms for supply of goods in this subfolder or one of the other sets of terms for supply of goods which you can find in our Business folder, adapted as necessary in either case. Whichever set of terms you attach, those terms will apply as standard terms whenever the customer places an order with you.
It is also possible to insert one or more additional Schedules each containing a further set or further sets of terms, such that each different distinct type of goods offered by the supplier is supplied on the basis of its own set of distinct terms in the relevant Schedule.
This document does not require the customer to place any order at all, and to that extent the document does not itself create any obligation on the customer to purchase any particular or minimum quantity or value of goods. Similarly, the supplier does not have to accept any order. If instead you wish to impose any obligation to purchase or to supply, the document would need to be adapted accordingly. As and when the customer chooses to place an order, that order, if and when accepted, will establish a binding contract for the supplier to supply and the customer to pay for the particular description and quantity of goods covered by the order. This subfolder includes a standard form of order which can be attached as an Annex to the Ordering Procedure set out in Schedule 1.
Clause 4.3 of the document makes it clear that it does not impose any restriction on the supplier from supplying any third parties or on the customer from purchasing from any third parties. Therefore if any exclusivity is required, the document should be amended as necessary.
Where either or both parties to this document are based outside the UK or any aspect of the framework/call off arrangement will relate to any territory outside the UK, we recommend that you take professional legal advice about the proposed arrangement before entering into this document.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This General Supply of Goods Framework Agreement contains the following clauses:
2. Purpose of Agreement
4. Scope of Agreement
5. Relevant Call Off Terms
6. Data Protection
7. Data Processing
8. Force Majeure
10. Relationship of the Parties
11. Assignment and Subcontracting
13. Entire Agreement
15. No Waiver
16. Third Party Rights
17. Set Off
19. Changes to Terms and Conditions
21. Law and Jurisdiction
and the following schedules:
Schedule 1 – Ordering Procedure
Annex (Order Form)
Schedule 2 – Standard Terms of Supply of Goods
[Insert any further Schedule(s), each containing an additional set of supply terms]
This General Supply of Goods Framework Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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