Framework and Call-Off Templates

A supplier of goods or services will often set up a facility for a customer to be able to place an order with the supplier from time to time on pre-agreed standard terms. This makes it easier for the parties to reach agreement on all terms as and when they subsequently enter into transactions (which are similar to each other) for one or more types of goods or services. This arrangement is usually referred to as a “framework” or “call-off” agreement (and sometimes also as a “master ordering agreement” or “blanket purchase agreement”). The expressions “framework” and “call-off” are often used interchangeably to mean the same thing.

Such a “framework” or “call-off” arrangement may take the form of a master agreement which sets out how the customer can place an order and all of the terms which will apply to such an order. It does not require the customer to place any order at all at the outset or subsequently. To that extent it does not itself create any obligation on the customer. However, as and when the customer chooses to place an order during the term of the Agreement from time to time, the order creates a binding contract for the supplier to supply, and the customer to pay for, the particular type and quantity of goods or services covered by the order.

The forms of Framework Agreement in this subfolder (together with one of the template Schedule 2 documents in this subfolder or a set of standard supply terms provided by a supplier) will enable a supplier to establish such a framework or call off arrangement with its customers. Whenever the customer requires any goods or services of the type covered by the standard terms attached as Schedule 2 to the Agreement, it places an order under the ordering procedure set out in Schedule 1 to the Agreement. It must use a standard form of order for this purpose, and that standard form must be attached as an Annex to that ordering procedure. We have included two forms of order in this subfolder, for use with each of the two template Framework Agreements.

In order to set up such a “framework” or “call-off” arrangement” for any given type of goods or services, the supplier and the customer need to include, as Schedule 2 to the Agreement, the particular standard set of terms and conditions which are to govern the supply of the particular type of goods or services that will or may be required in future by that customer. Once that Schedule 2 has been inserted, each party can sign the Agreement. The Schedule 2 terms inserted should be a set of standard terms and conditions selected by the supplier as suitable for its purpose. These might be one of the sets of Schedule 2 terms which can be found in this subfolder, adapted if and as necessary, or they might be the supplier’s existing own standard terms of supply.

Each Agreement template sets out the core terms and conditions in the main body of the Agreement, and these will apply irrespective of the particular type of goods or services that the supplier is willing and able to provide to its customer. The Schedule 2 standard terms and conditions will apply in conjunction with the core terms. Each order will therefore be on the terms set out in both the main Agreement and Schedule 2 that you attach to it.

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