Scenario: The ideal case in procurement
Objective: Structure the articulation between framework agreement and purchase order and draft an effective order of precedence clause.
Sources
- Art. 1111 C. civ. - Framework agreement: an agreement by which the parties agree on the general characteristics of their future contractual relations
- Principle: the specific contract (PO) may not derogate from the framework agreement except within the limits it provides
You have negotiated and signed a framework agreement (MSA - Master Services Agreement) with your supplier. Each order is made via a PO. This is the most secure arrangement in procurement.
Framework agreement / MSA
General terms: liability, warranties, GDPR, confidentiality, IP, termination, governing law
PREVAILS in case of conflict
Purchase order (PO)
Specific terms: product/service, quantity, price, delivery deadline, location
Supplements the framework agreement - cannot contradict it
Technical annexes
Specifications, SLA, technical plans...
⚖️ In case of conflict between framework agreement and PO:
| Situation | Prevailing document | Reason |
|---|---|---|
| Different payment terms between agreement and PO | Framework agreement (unless PO signed by both parties) | The framework agreement is the master document |
| Different product specification in the PO | PO (special provisions > general provisions) | The PO specifies the order-specific terms |
| Liability clause modified in the PO | Framework agreement (protection) | POs should not modify general terms |
"In the event of a conflict between the documents constituting the Contract, priority shall be established in the following descending order: (1) this Framework Agreement and any Amendments thereto; (2) specific Purchase Orders; (3) Technical Annexes; (4) the Buyer's General Terms of Purchase. The Supplier's General Terms of Sale are expressly excluded unless otherwise agreed in writing."