Custom legal document

Drafting purchasing terms and conditions

Have it drafted, amended, or reviewed by our legal experts and/or lawyers starting from 99
SME Lawyers

A template from the internet usually does more harm than good.
Have a lawyer review it and protect yourself against blunders, fines, and bitter consequences.

  • Truly Tailor-Made Legal Solutions
  • Fixed rates
  • Pay later after draft
  • Free adjustment round
  • Delivered within 5 working days
  • Express delivery possible
  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

Purchasing terms and conditions are not the mirror image of sales terms and conditions. As a buyer, you specifically want maximum control over quality, delivery time, inspection, repair, liability, warranty, and the rejection of supplier terms and conditions

  • For companies that structurally purchase products, services, materials, or software
  • Attention to quality, delivery time, inspection, rejection, and repair
  • Liability, warranty, confidentiality, IP, privacy, and order of precedence regulated
  • Practically useful for purchase orders, framework agreements, and supplier relationships

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise in purchasing terms and conditions

Our lawyers and in-house counsel assist companies with purchasing terms and conditions, framework agreements, supplier contracts, data processing agreements, and SLAs. We examine applicability, precedence, quality, delivery, inspection, warranty, liability, indemnification, IP, privacy, payment, and termination.

Custom solutions for your procurement process

Purchasing terms and conditions must align with how you purchase: via purchase orders, framework agreements, supplier portals, project purchasing, or international suppliers. Therefore, we tailor the terms and conditions to your products, suppliers, risks, and internal processes.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with purchasing, supplier contracts, and B2B terms and conditions
  • Attention to battle of forms, inspection, warranty, and liability
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in purchasing terms and conditions

Our lawyers and in-house counsel assist companies with purchasing terms and conditions, framework agreements, supplier contracts, data processing agreements, and SLAs. We examine applicability, precedence, quality, delivery, inspection, warranty, liability, indemnification, IP, privacy, payment, and termination.

Custom solutions for your procurement process

Purchasing terms and conditions must align with how you purchase: via purchase orders, framework agreements, supplier portals, project purchasing, or international suppliers. Therefore, we tailor the terms and conditions to your products, suppliers, risks, and internal processes.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with purchasing, supplier contracts, and B2B terms and conditions
  • Attention to battle of forms, inspection, warranty, and liability
  • Fixed rates in advance where possible

Reviews (21)

Max

We quickly received a clear and competitive quote. The review gave us more certainty before we started using the document. Everything was delivered neatly and on time.

Mounia

We received pleasant assistance from the very first contact. The complexity of our shareholder structure was effortlessly translated into the agreement. These documents will undoubtedly save us a lot of headaches in the future.

Fatima

The initial analysis of our documents was razor-sharp. The speed with which complex legislative changes were integrated into our document was excellent. The service was professional and personal.

Kees

We really appreciated the transparency regarding the costs upfront. The agreements were properly honored. Our customers respond positively to the clear general terms and conditions.

Danique

We quickly gained insight into the key risks. The lawyer effectively translated our situation into the document. The service was professional and personal.

Mark

The consultation provided immediate clarity. The price-quality ratio was good. The service was professional and personal.

Cem

From the initial consultation, it was clear what we could expect. The lawyer always maintained an overview, even when the wish list changed in the meantime. These documents will undoubtedly save us a lot of headaches in the future.

Tobias

The promise of a quick start-up was absolutely fulfilled. The lawyer managed to strike exactly the right balance between legal density and readability. A party that delivers on what it promises on the website.

Rana

Clear agreements and a neat delivery. The price-quality ratio was good. These documents will undoubtedly save us a lot of headaches in the future.

Amira

There was immediate room for our own input and ideas. They managed to forge an extremely complex joint venture agreement in a short timeframe. It is clear that they have a passion for entrepreneurship.

Nikki

Quick response and clear explanation. The contact was approachable and professional. It is clear that they have a passion for entrepreneurship.

Marouane

We didn't feel like a number, but received truly personal attention. We didn't have to figure out much ourselves. The quality fully met our expectations.

Yousra

The intake was not only informative, but we learned a lot right away. Clauses were added that protect us against risks we did not see ourselves. A party that delivers on what it promises on the website.

Anne

We were looking for certainty and received it immediately in the first meeting. The fee structure was transparent, so we knew exactly where we stood during the process. A party that delivers on what it promises on its website.

Naomi

Professional approach without unnecessarily complicated language. We received a clear explanation of the risks. The quality fully met our expectations.

Milan

From day one, there was open and honest communication. The lawyer pointed out aspects we hadn't considered ourselves. These documents will undoubtedly save us a lot of headaches in the future.

Said

The start of the process immediately made a professional impression. We received a clear document without unnecessary complexity. A party that delivers on what it promises on its website.

Rens

Scheduling the appointment went very smoothly and quickly. Additional questions were answered promptly. Our business partners were impressed by the professionalism of the contracts.

Walid

The first impression was simply excellent. The service felt personal and reliable. The service was professional and personal.

Liam

The proactive approach began even before the quotation was signed. The advice regarding the employment contracts was fully in accordance with the latest legislation. The final result aligns 100% with our high standards.

Sven

We were in a contentious situation, but the calm start defused the tension. There was room for our specific wishes. The document was accepted flawlessly by our investors.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The following choices determine how strict and how supplier-critical your purchasing conditions are.

Choice or question Why this matters legally
Do you purchase goods, services, or both? The requirements regarding inspection, delivery time, and warranty vary by type of performance.
Would you like to set delivery times as a firm deadline? A fatal deadline places the supplier in immediate default in the event of late delivery, without notice of default.
How strictly do you limit your own liability? You can keep the supplier's liability broad and limit your own risk.
To whom do the IP rights to custom work belong? When development is carried out at your request, you usually want the rights to be transferred to you.
Do you use standard or project-based purchasing? In project procurement, additional agreements regarding partial deliveries and extra work are often necessary.
Clauses and provisions

Which components belong in purchasing terms and conditions?

The components below form the core of complete purchasing terms and conditions. For each component, you will see when it is relevant and what to look out for.

Provision Relevant to Legal point of attention
Applicability and precedence With every purchasing relationship Stipulate that your purchasing terms apply and the supplier's general terms and conditions are expressly rejected.
Order and order confirmation With every order Specify when an agreement is concluded and what information an order must contain.
Delivery and delivery time For goods and services Agree on the place of delivery, delivery time, and the consequences of late delivery; determine whether delivery times are binding.
Price and payment Always Specify that prices are fixed, inclusive or exclusive of VAT, and the applicable payment term.
Quality, inspection and warranty For products or materials Describe quality requirements, the right to inspection, and the warranty period for defects.
Liability and indemnification Always Arrange that the supplier is liable for damages caused by defective delivery and indemnifies you against claims from third parties.
Intellectual property For custom work or development Determine to whom the rights to delivered custom work accrue.
Confidentiality and applicable law Always Establish confidentiality and opt for Dutch law and a competent court.
Use in practice

How do you use this document correctly?

Purchasing terms and conditions are only effective if they are applied correctly and demonstrably declared applicable.

Situation What should you do? Point of attention
To place an order Declare your purchasing terms and conditions applicable in advance and provide or refer to the text. Only conditions made known in a timely manner are binding on the supplier.
With the first order Expressly reject the supplier's terms and conditions. Prevents supplier terms and conditions from applying due to the battle of forms.
Upon receipt of the delivery Inspect the delivery and report defects within the agreed period. Protesting in a timely manner preserves your right to repair or replacement.
In the event of a change in the partnership Update the terms and conditions and record any deviations in writing. Outdated or verbal agreements lead to ambiguity and disputes.
Common mistakes

Common mistakes

These errors often mean that purchasing terms and conditions do not provide the intended protection in practice.

Wrong Consequence Better approach
Mentioning conditions only on the invoice or afterwards The terms and conditions are not made known in a timely manner and do not bind the supplier. Declare the terms and conditions applicable in advance, upon request for quotation or order.
Do not reject the supplier terms and conditions In the event of conflicting terms and conditions, the supplier may rely on its own set. Expressly reject the supplier's terms and conditions in your terms and order.
Agreeing on no delivery time or an excessively long delivery time It is difficult to enforce or fine late delivery. Establish a concrete, preferably strict delivery time with consequences for exceeding it.
Failure to report defects in a timely manner You may lose your right to restoration or compensation. Inspect deliveries and lodge complaints in writing within the agreed period.
Use the same text for goods and services Important requirements regarding inspection or results do not fit both. Align the terms and conditions with the type of service you are purchasing.
Risk profile

What is your situation and what do you pay attention to?

Depending on your purchasing situation, the points of attention differ. Do you recognize your situation below?

Risk profile Example Focus in the document
Regular supplier, ongoing purchasing You purchase from the same party on a regular basis. Establish the terms and conditions once as a framework and refer to them with every order.
Critical or just-in-time delivery Late delivery brings your production or service delivery to a standstill. Clearly agree on critical delivery times and the consequences of delays.
Procurement of custom work or development The supplier makes something specific for you. Regulate quality requirements, acceptance, and the transfer of intellectual property rights.
International supplier You are purchasing from a foreign party. Determine the applicable law, language, and competent court or arbitration.
Additional documents

When is this document not enough?

Sometimes your situation calls for a supplementary or different document alongside your purchasing terms and conditions.

Situation Supplementary document Why
Situation Related document Explanation
The supplier processes personal data for you Data Processing Agreement When processing personal data, a data processing agreement is mandatory under the GDPR, in addition to your purchasing terms and conditions.
You share confidential information with the supplier Confidentiality Agreement For sensitive information, a separate confidentiality agreement offers more targeted protection.
The supplier systematically fails to pay invoices or pays them late Debt collection If payment or compliance is not forthcoming, a collection or dispute process may be necessary.
Explanation of this document

Drafting purchasing terms and conditions, why?

Not every entrepreneur knows exactly what purchasing terms and conditions are, when they are needed, and which risks they must cover. That is why we explain below what this document entails, what to look out for, and why customized legal frameworks are important.

What are purchasing terms and conditions?
We are all familiar with general terms and conditions. They are sometimes referred to as the fine print, although nowadays we no longer need to read them with a magnifying glass. However, as a customer, you do not have to simply agree to the other party's general terms and conditions. You can also draft your own purchasing terms and conditions. Suppliers are quick to agree to these, especially for large assignments and orders. Purchasing terms and conditions are the conditions that apply to contracts with your suppliers and contractors. They are essentially the mirror image of the general terms and conditions drawn up by a supplier or contractor. Thus, while general terms and conditions are primarily written by the supplier and contain general rights and obligations, purchasing terms and conditions the rights and obligations for your suppliers and contractors.
Why do I need purchasing terms and conditions?
You can perfectly well conduct transactions even without terms and conditions of purchase. However, terms and conditions of purchase take into account the specific situation of your company. They therefore ensure that you are in a stronger legal position, especially if the other party also draws up its own general terms and conditions. To avoid the so-called 'battle of the forms', it is important that these terms and conditions of purchase are enforceable against third parties and are explicitly declared applicable to the order. A significant consequence of terms and conditions of purchase is that they ensure standardization. Thanks to this standardization, you ensure that all deliveries are made according to the same conditions. In other words, in the event of problems, you do not have to constantly sift through the counterparty's general terms and conditions to determine what actions can be taken. In practice, this not only allows you to react more quickly but also saves you on legal and administrative costs. And it simply provides extra security within your business operations. Drafting terms and conditions of purchase is certainly not a simple matter and is usually done in collaboration with a legal expert or lawyer.
What do the purchasing terms and conditions state?
The purchasing terms and conditions primarily outline the obligations of the supplier or contractor. For instance, the supplier must deliver the products, which is logical. However, additional conditions may also be imposed in the purchasing terms and conditions. For instance, it may be stipulated that the supplier must deliver the products to the first floor and take the packaging materials back with them afterwards. Without purchasing terms and conditions, such a requirement is not self-evident. In addition, quality standards are often included in the purchasing terms and conditions . These are the standards that the products must meet before we can speak of a compliant delivery. If the products do not meet these quality standards, the delivery may be rejected. This is not insignificant, as your customers naturally demand products of superior quality as well. Furthermore, the purchasing terms and conditions also address situations in which the supplier fails to fulfill their obligations. For example, you may have the right to terminate the agreement or to obtain supplies elsewhere at the supplier's expense. But also consider, for instance, the suspension of payment and liability provisions. What happens, for example, if a defective product causes damage to your company? In that case, it is reassuring to know that you can hold your supplier liable. It is not illogical if he also produced the products. On the other hand, there are cases where you specifically do not want to be held liable. Therefore, you will also exonerate yourself (indemnify yourself against liability) in the purchasing terms and conditions. Finally, you will also find practical agreements in the purchasing terms and conditions. These mainly concern payment terms. It is therefore a useful instrument for optimizing cash flow within the company.
What are the consequences if I do not have purchasing terms and conditions?
If you do not have purchasing terms and conditions, statutory rules apply. These rules are drafted quite generally and rarely align with your specific business. Moreover, they are written in general terms and often leave room for discussion. If you do not have purchasing terms and conditions, such disputes are the rule rather than the exception, at least when things go wrong. Nevertheless, the situation described above is actually the most positive. In practice, the supplier will draft their own general terms and conditions. If these general terms and conditions are enforceable against the other party, they will deviate from these statutory rules. And we probably don't need to tell you that the supplier's general terms and conditions were drafted primarily to their advantage. Without purchasing terms and conditions, it is impossible to challenge them, and you simply have to accept them. This can sometimes lead to precarious situations. Finally, without purchasing terms and conditions, you are simply in a weaker position. It makes administrative and legal processing more difficult and prevents you from maximizing your cash flow. It is not without reason that your accountant will also constantly push for purchasing terms and conditions. It should be clear that purchasing terms and conditions are always custom-made. After all, they must align with your specific situation and take into account the peculiarities of your sector. Without purchasing terms and conditions, you are subject to various risks, but that is also the case if you simply pick purchasing terms and conditions off the internet. That is why it is best to have them drafted by one of our specialists. For at MKB Juristen, only custom work suffices. Therefore, have your purchasing terms and conditions drafted or reviewed by an expert lawyer.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Tailored solutions for each procurement situation

Not every buyer faces the same risks. Therefore, we do not draft purchasing terms generically, but tailor them to products, services, software, suppliers, and strategic dependencies.

Product purchasing

Attention to specifications, quality, delivery time, inspection, warranty, and product claims.

Services

Attention to scope, personnel, quality, confidentiality, liability, and continuity.

Software and IT

Focus on IP, data, security, availability, support, and exit.

Construction and subcontracting

Attention to planning, safety, materials, delivery, liability, and insurance.

International purchasing

Attention to Incoterms, customs, currency, law, forum, and export control.

Strategic suppliers

Attention to framework agreements, volumes, prices, SLA, ranking, and termination.


Purchasing terms and conditions must protect your position as a buyer. Therefore, we examine applicability, supplier terms and conditions, inspection, quality, delivery time, warranty, liability, intellectual property, and privacy.

Common mistakes in purchasing terms and conditions

With purchasing terms and conditions, things often go wrong because supplier terms and conditions are not rejected in a timely manner, or because inspection, warranty, and liability are insufficiently regulated.

  • Do not expressly reject supplier terms and conditions
  • Providing purchasing terms and conditions only too late in the process
  • Do not include a clear hierarchy between order, contract, and conditions
  • Insufficient regulation of inspection, acceptance, and rejection
  • Delivery time and consequences of delay formulated too noncommittally
  • Including warranty, repair, and replacement too restrictively
  • Formulating supplier liability and indemnification too leniently
  • Intellectual property, privacy and confidentiality forgotten

Draft purchasing terms and conditions properly and prevent unnecessary problems in the future. Good purchasing terms and conditions prevent disputes regarding supplier terms, quality, delivery, inspection, warranty, payment, and liability.

Are purchasing terms and conditions mandatory?

No, but they are highly recommended for companies that purchase on a structural basis or are dependent on suppliers.

What is the difference between purchasing terms and sales terms?

Purchasing terms protect the buyer. Sales terms protect the seller.

How do I prevent supplier terms and conditions from applying?

By declaring your purchasing terms applicable early on and expressly rejecting supplier terms.

Can I link payment to acceptance?

Yes, that is possible in many B2B situations. Clearly document inspection, acceptance, and invoicing.

Can MKB Juristen review existing purchasing terms and conditions?

Yes. We check, among other things, applicability, ranking, quality, inspection, warranty, liability, IP, privacy, and payment.

Contact us

Annelore Hendriks

Want to know more about our services?
Then contact our specialists.

Newsletter for entrepreneurs

Receive practical legal tips in your mailbox

Register now

Enter your email address and receive our newsletter.

No spam. Only legal tips.
By registering, you agree to our privacy statement.
SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
Free consultation