Supplier Agreement (Goods)

Free Supplier Agreement (Goods) Template

Use this free template as a starting point for an ongoing arrangement for the supply of goods between a supplier and a buyer. Copy and customise it to suit your goods, commercial terms, and jurisdictions.

SUPPLIER AGREEMENT (GOODS)

Date: [Date of agreement]

Supplier: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] (the "Supplier")

Buyer: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] (the "Buyer")

Background

A. The Supplier produces or distributes [description of category of goods].

B. The Buyer wishes to purchase such goods from the Supplier on a recurring basis.

C. The Parties have agreed to enter into this Agreement to govern the supply of goods between them.

1. Scope and Goods

The Supplier shall supply, and the Buyer shall purchase, the goods specified in Schedule [1] (the "Goods") on the terms set out in this Agreement. The Schedule may be amended from time to time by written agreement of the Parties.

This Agreement applies to all Goods ordered by the Buyer from the Supplier during the Term, and supersedes any terms printed on the Buyer's purchase orders or the Supplier's order confirmations to the extent of any conflict.

2. Orders

• Orders shall be placed by the Buyer in writing (email or via the Supplier's order portal), specifying Goods, quantities, delivery address, requested delivery date, and Buyer reference.
• The Supplier shall confirm or reject each order within [3 working days] of receipt. Orders not rejected within that period are deemed accepted on the terms set out in this Agreement and in the Buyer's order.
• The Buyer may provide rolling forecasts for planning purposes. Forecasts are non-binding unless expressly stated.

3. Pricing

• Prices for the Goods are set out in Schedule [2] and apply to orders placed during the Term, subject to clause 3.2.
• The Supplier may adjust prices by giving [60] days' written notice, with adjustments taking effect for orders placed after the notice period. Price increases above [X]% in any 12-month period require the Buyer's prior written consent; failing which the Buyer may terminate the affected Goods under clause 11.
• All prices are exclusive of VAT / sales tax, which shall be added at the prevailing rate where applicable.

4. Delivery

• Delivery terms: [Incoterms® 2020 reference, e.g. DAP Buyer's premises / FCA Supplier's warehouse / Other]
• Delivery location: [Address or per order]
• Lead time: [X] working days from order acceptance, unless otherwise agreed
• The Supplier shall use reasonable endeavours to meet quoted delivery dates. Time is not of the essence unless expressly agreed in writing for a specific order.
• Partial shipments are permitted only with the Buyer's prior consent.

5. Title and Risk

• Risk in the Goods passes to the Buyer on [delivery to the Buyer / delivery to the carrier per Incoterms]
• Title in the Goods passes to the Buyer on the later of (a) delivery and (b) the Buyer's payment in full of all sums due to the Supplier under this Agreement. Until title passes, the Buyer shall keep the Goods separately identifiable and shall return them on demand if any payment is overdue.

6. Inspection and Acceptance

• The Buyer shall inspect the Goods promptly on delivery.
• Visible defects, short deliveries, or damage in transit shall be notified to the Supplier in writing within [7 days] of delivery.
• Latent defects shall be notified within [30 days] of discovery, and in any event within [6 months] of delivery.
• Goods rejected for material non-conformity shall be replaced or refunded at the Supplier's option, subject to clause 9.

7. Payment Terms

• Invoices: issued upon despatch (or per agreed milestone schedule)
• Payment terms: [Net 30] days from invoice date
• Currency: [Currency]
• Payment method: bank transfer to [account details]
• Late payment: interest at [statutory rate / contractual rate] per annum on overdue sums, accruing daily from the due date until payment in full
• The Buyer shall not set off any sums against payments due to the Supplier without the Supplier's prior written consent, except for sums confirmed as due to the Buyer under this Agreement.

8. Warranties

The Supplier warrants that the Goods shall:

• Conform to the description and specification set out in Schedule [1]
• Be of satisfactory quality and fit for the purpose for which goods of that description are commonly supplied
• Be free from material defects in design, materials, and workmanship for a period of [12 months] from delivery (the "Warranty Period")
• Comply with all applicable laws and regulatory requirements in the country of destination

The Supplier shall, at its option, repair, replace, or refund the price of any Goods that fail to conform during the Warranty Period.

9. Limitation of Liability

• Neither Party's liability is limited for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be limited by law.
• Subject to the foregoing, each Party's total aggregate liability under this Agreement is capped at [the greater of [Amount] and the price paid for the Goods giving rise to the claim in the [12] months before the event].
• Neither Party is liable for indirect or consequential loss, including loss of profit, anticipated savings, business interruption, or loss of goodwill.

10. Intellectual Property

• The Goods, and any intellectual property rights in their design or branding, remain the property of the Supplier.
• The Buyer may resell the Goods in the ordinary course of its business but shall not modify the Goods, remove or alter trademarks, or repackage them without the Supplier's prior written consent.

11. Term and Termination

• This Agreement commences on the date above and continues for an initial term of [12] months (the "Initial Term"), automatically renewing for successive [12]-month periods unless either Party gives [90] days' written notice before the end of the then-current term.
• Either Party may terminate immediately if the other Party (a) commits a material breach not remedied within [30] days of written notice, or (b) becomes insolvent.

12. Force Majeure

Neither Party is liable for delay or failure caused by events outside its reasonable control (acts of God, war, civil unrest, government action, fire, flood, pandemic, supply chain disruption beyond reasonable mitigation). The affected Party shall notify the other Party promptly and use reasonable endeavours to mitigate. If the event continues for more than [60] days, either Party may terminate the affected order.

13. Confidentiality

Each Party shall keep confidential the terms of this Agreement and any non-public information of the other Party received in connection with it. This obligation continues for [3] years after termination, save for information already public or independently developed.

14. Governing Law and Disputes

This Agreement is governed by the laws of [Jurisdiction] and the Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction]. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Signatures:

For and on behalf of the Supplier:

_ Date: _ [Name], [Position]

For and on behalf of the Buyer:

_ Date: _ [Name], [Position]

This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.