{"buyer":{"name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration":"BCE/KBO 0123.456.789 — VAT BE0123456789"},"supplier":{"name":"Heinrich Fasteners GmbH","address":"Industriestraße 47, 40599 Düsseldorf, Germany","registration":"HRB 78421 Amtsgericht Düsseldorf — VAT DE312845221"},"effective_date":"2026-05-01","term":{"type":"auto_renewing","initial_period_months":36,"renewal_period_months":12,"notice_to_terminate_days":90},"scope_of_supply":"The Supplier shall manufacture and deliver to the Buyer the industrial fastener products described in Schedule A (catalogue ranges DIN 933, DIN 934, DIN 125, ISO 4762, in carbon steel zinc-plated and stainless A2/A4) on a non-exclusive basis. The Buyer is not committed to any minimum volume; individual deliveries shall be governed by purchase orders ('PO') issued by the Buyer in accordance with this Agreement and Schedule A. Custom fasteners on Buyer drawings (MOQ 5.000 pieces) are in scope upon mutual written agreement of the technical drawing and price.","pricing_mechanism":"Prices are set in the Price Schedule (Schedule B), denominated in EUR ex works Düsseldorf (recalculated to DAP Anderlecht in line with Article 7). The Price Schedule is reviewed annually on 1 January, with proposals submitted by 15 October of the preceding year. Adjustments of more than ±5% in steel feedstock indices (Eurofer hot-dip galvanized index) entitle either party to request a mid-year review. No price increase takes effect without the Buyer's written acceptance.","payment_terms":"Payment net 60 days end-of-month from the invoice date by SEPA credit transfer to the Supplier's IBAN of record (DE89 3704 0044 0532 0130 00). Late payment interest follows Directive 2011/7/EU (combating late payment in commercial transactions) at the ECB main refinancing rate + 8 percentage points. Any disputed invoice must be notified in writing within 15 days of receipt; undisputed portions are paid on the original due date.","delivery_terms":{"incoterms":"DAP","notes":"DAP Acme Supplies SRL — Brussels Central Warehouse, Chaussée de Mons 425, 1070 Anderlecht, Belgium (Incoterms 2020). Delivery slot booking via dock@acmesupplies.be. Lead time per Schedule A line. Liquidated damages of 0,5%/week capped at 5% of the delayed line value, without prejudice to the Buyer's right to source equivalent goods at the Supplier's cost beyond a 4-week delay."},"quality_requirements":"Goods must conform to the specifications in Schedule A and be supplied with an EN 10204 type 3.1 mill certificate per lot. The Supplier maintains an ISO 9001:2015 certified quality management system and grants the Buyer an audit right under Article 12. Non-conforming goods are handled under the Buyer's NCR procedure (Schedule C). The Supplier subscribes to the Buyer's PPAP requirements for any new part number or specification change.","liability_and_warranties":"The Supplier warrants that the goods are free from defects in material and workmanship for 24 months from delivery and conform to Schedule A. Liability cap: 100% of the price of goods delivered over the preceding 12 months, save for (i) wilful misconduct, (ii) personal injury, (iii) breach of confidentiality and (iv) breach of compliance obligations under Article 11, where liability is uncapped. No party is liable for indirect or consequential losses save in the cases listed.","data_protection":"To the extent the Supplier processes personal data on behalf of the Buyer (e.g. driver contact details, ordering-platform user accounts), the parties shall execute the Data Processing Addendum (Schedule D) before such processing begins, which sets out the Article 28 GDPR (Reg. (EU) 2016/679) terms. No transfer outside the EU/EEA is permitted without an Article 46 GDPR transfer mechanism (SCC 2021/914 + Transfer Impact Assessment).","compliance":{"supplier_code_reference":"Acme Supplier Code of Conduct v3 (2026-01) — incorporated by reference. The Supplier acknowledges the Buyer's obligations under Directive (EU) 2024/1760 (CSDDD) and accepts cascaded due-diligence enquiries.","sanctions_clause":"The Supplier represents that neither it, its directors, ultimate beneficial owners nor any sub-contractor used to perform this Agreement is a Restricted Party under EU sanctions (Reg. (EU) 2580/2001, Reg. (EC) 881/2002, Reg. (EU) No 833/2014 and amendments), UN Security Council resolutions or US OFAC SDN. Any change in status shall be notified within 5 business days; breach is a ground for immediate termination under Article 13."},"termination_events":["Material breach not remedied within 30 days of written notice.","Insolvency, suspension of payments, judicial reorganisation or analogous procedure of either party.","Failure to maintain a clear sanctions screening status or breach of the compliance representations in Article 11.","Supplier's loss of ISO 9001:2015 certification not remedied within 6 months.","Repeated quality non-conformance: ≥ 3 major NCRs in a rolling 12-month period.","Force-majeure event lasting more than 90 consecutive days.","Change of control of the Supplier to a competitor of the Buyer."],"governing_law":"Belgian law, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980 — CISG).","jurisdiction":"Exclusive jurisdiction of the Brussels Enterprise Court (Tribunal de l'entreprise francophone de Bruxelles), without prejudice to the Buyer's right to apply for interim relief before any competent court.","signatories":[{"party":"buyer","name":"Isabelle Durand","title":"Managing Director — Acme Supplies SRL","date":"2026-04-22"},{"party":"buyer","name":"Marie Laurent","title":"Head of Procurement — Acme Supplies SRL","date":"2026-04-22"},{"party":"supplier","name":"Klaus Heinrich","title":"Geschäftsführer — Heinrich Fasteners GmbH","date":"2026-04-25"}]}