Article 138

What it means when you sign

This article defines a framework agreement. It is a contract in which the parties set the principal terms that will govern the later contracts they conclude between themselves under it. The framework agreement is treated as part of those later contracts, unless the parties agreed otherwise, expressly or by implication.

When you are about to sign, this article is relevant to master services agreements, supply agreements and similar umbrella contracts, where individual orders or statements of work follow. It means the terms of the umbrella agreement are read into each later contract made under it, even if the individual order does not repeat them. A clause in a later order that conflicts with the framework terms, or a statement that the order stands alone, may change that result if it shows a different agreement. It is worth checking how the framework agreement and each order relate to one another, and which prevails if they differ.