A supply agreement, sometimes referred to as a supplier agreement, vendor agreement or procurement contract, is a legally enforceable contract that sets out the terms and conditions under which the supplier will deliver the goods or services to the buyer. It includes elements such as product or service specifics, pricing, delivery schedules, quality standards, payment conditions, and dispute resolution procedures in the event of a breach of contract.
The supplier in this context is an individual or business offering goods or services to another business. The buyer (or purchaser) is the entity acquiring these goods or services.
A supplier agreement takes effect once both parties — the supplier and the buyer — sign the document, indicating their acceptance of the terms and conditions in the document.
Take a look at our professional-looking supply agreement samples below to help you kickstart your business arrangement in no time.
1.1 As used in the Agreement, the following words have the following meanings when written with a capital first letter:
“Agreement” means this Product Supply Agreement, including Appendix A, as may be amended from time to time in accordance with Clause 13.1 hereof.
“Party” or “Parties” means the Seller or the Buyer, individually, or the Seller and the Buyer, collectively.
“Product” means [product] to be sold by the Seller and purchased by the Buyer hereunder, as specified in Appendix A hereto.
2.1 The Seller hereby agrees to sell and deliver, and the Buyer hereby agrees to purchase and take delivery of, the Product, on and subject to the terms and conditions hereof.
2.2 No terms and conditions in a Party’s documents which are in addition to or conflict with the Agreement shall be binding, unless agreed to in writing by the Parties.
2.3 The Buyer shall not be obliged to purchase any minimum quantity of the Product from the Seller or to purchase any or all of its requirements for the Product from the Seller.
3.1 The Seller shall notify the Buyer of any decision to change or discontinue the manufacture of the Product in writing no later than [number] days before implementation. Following such notification, the Buyer shall have, as its sole and exclusive remedies, the right to: (i) Cancel any undelivered purchase orders for the Product without liability to the Seller, or (ii) Submit purchase orders for a last buy quantity of the Product.
4.1 All purchases of the Product shall be made by written purchase orders submitted by the Buyer to the Seller. A purchase order shall be binding on the Seller only upon the Seller’s submission of a written confirmation of the purchase order to the Buyer. The Seller shall confirm or reject a purchase order within [number] days of receipt, failing which the purchase order shall be deemed to have been confirmed by the Seller.
4.2 All purchase orders for the Product shall contain the following minimum information: (i) A reference to the Agreement, (ii) date of purchase order, (iii) purchase order number, (iv) item number, (v) quantity, (vi) price, (vii) delivery address, and (viii) delivery date.
4.3 By the [number] day of each month, the Buyer shall submit to the Seller a written forecast of the Buyer’s anticipated requirements for the Product for the following [number]-month period. The forecast shall not be binding on the Parties and shall be used for planning purposes only.
5.1 The Seller shall deliver the Product to the Buyer within a lead time of [number] days from receipt of the Buyer’s purchase order.
5.2 The Product shall be delivered [delivery term] in accordance with Incoterms as published by the International Chamber of Commerce from time to time. Risk of loss of or damage to the Products shall pass to the Buyer upon delivery in accordance with the agreed delivery term.
5.3 The Product shall be packed in a manner which is in line with the packing requirements set out in Appendix A hereto and which is adequate to minimize damage during transport.
6.1 The price of the Product shall be [amount and currency] per unit exclusive of value added or similar taxes.
6.2 The Seller shall submit invoices for the Product to the Buyer upon shipment. All correctly rendered invoices shall be paid by the Buyer within [number] days of receipt of invoice.
6.3 If the Buyer fails to pay a correctly rendered invoice by the due date for payment, the Seller may charge interest on the amount outstanding from the due date until payment is made at the rate of [number] % per annum.
7.1 The Seller warrants that for a period of [number] months from the date of delivery (“Warranty Period”) the Product will be free from material defects in design, materials and workmanship and will substantially conform to the specifications set out in Appendix A hereto.
7.2 The Seller shall, at its option and expense, repair or replace any defective Product or part(s) within a reasonable time, provided always that the Buyer notifies the Seller of such warranty claim in writing without undue delay and within the Warranty Period.
7.3 Upon the Seller’s request, the Buyer shall, at its risk and expense, return any defective Product or part(s) to the Seller in accordance with the Seller’s return instructions. Upon completion of repairs or replacements, any returned defective Product or part(s) shall become the property of the Seller.
7.4 All repairs and replacements made under the warranty of this Clause 7 are warranted for [number]
days from the date of repair or replacement or for the remainder of the Warranty Period of the original Product, whichever is longer.
7.5 The warranty of this Clause 7 excludes defects resulting from: (i) normal wear, tear or deterioration, (ii) accident, corrosion or other external cause, (iii) improper storage, installation, service, maintenance or use, and (iv) repairs or modifications not authorised by the Seller.
7.6 The warranty of this Clause 7 excludes all other warranties, whether express, implied, statutory or otherwise. The Buyer’s sole and exclusive remedies for defects in the Product shall be as set out in this Clause 7.
8.1 The Seller shall be liable for any death, personal injury and damage to property caused by the Product in accordance with applicable law.
8.2 For the term of the Agreement and for [number] years thereafter, the Seller shall maintain adequate product liability insurance with a minimum cover of [amount and currency] per incident.
9.1 If the Buyer receives a claim or otherwise becomes aware that the Product or any part thereof infringes a third-party patent or other proprietary right, the Buyer shall notify the Seller immediately in writing.
9.2 The Seller shall, at its expense, be entitled to participate in the defence of any claim against the Buyer that the Product or any part thereof infringes a third-party patent or other proprietary right (“Claim”).
9.3 The Seller shall indemnify the Buyer against any and all expenses and damages resulting from any Claim if a final judgment is rendered against the Buyer. The Seller shall pay the cost of any settlement only, if a Claim is settled with the consent of the Seller.
9.4 If the Buyer’s or the Buyer’s customers’ use of the Product is enjoined, the Seller shall, at its option and expense: (i) replace the infringing Product or part(s) with a suitable substitute free of any infringement, (ii) modify the infringing Product or part(s) so that it or they will be free of any infringement, (iii) procure for the Buyer and its customers a right to use the infringing Product, or (iv) recall the infringing Product and refund to the Buyer any amounts paid to the Seller in respect thereof less a reasonable deduction for any actual period of use.
9.5 The Seller’s liability with respect to any Claim shall be limited to the specific undertakings in this Clause 9. The Buyer’s sole and exclusive remedies with respect to any Claim shall be as set out in this Clause 9.
10.1 A Party shall keep all information obtained from the other Party in connection with the performance of the Agreement strictly confidential and shall not disclose such information to any third party or use it for any purpose other than the performance of the Agreement without the other Party’s prior written consent.
10.2 The restrictions in Clause 10.1 hereof shall not apply to any information generally available to the public, obtained by a Party in good faith from a third party, independently developed by a Party without use of the other Party’s information or required to be disclosed by law.
11.1 A Party shall not be responsible for any failure to fulfil any term or condition of the Agreement due to an event outside its reasonable control (force majeure). If such event continues for [number] days or more, the non-affected Party may terminate the Agreement by written notice and without liability to the affected Party.
11.2 Notwithstanding any stipulations to the contrary herein, the Seller’s aggregate liability to the Buyer hereunder shall not exceed [amount and currency]. In no event shall the Seller be liable for any consequential, incidental, special, punitive or exemplary loss, including, but not limited to, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings or cost of procuring substitute goods or services.
12.1 The Agreement shall commence when signed by both Parties and shall continue until terminated under Clause 12.2 or 12.3 hereof.
12.2 Either Party may terminate the Agreement at any time for any reason subject to [number] days’ written notice to the other Party.
12.3 Either Party may terminate the Agreement by written notice to the other Party, effective immediately, if the other Party fails to remedy any material breach of the Agreement within [number] days of receiving written notice of such breach.
13.1 The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. The Agreement may not be amended except by written agreement signed by both Parties.
13.2 Any disputes arising out of or in connection with the Agreement which cannot be settled amicably by the Parties shall be resolved by a court of competent jurisdiction in accordance with the laws of [country] excluding conflict of law principles.
13.3 The provisions of Clauses 7, 8, 9, 10, 11.2, 13.2 and 13.3 hereof shall survive termination of the Agreement for any reason.
This product supply agreement is between __________, (the "Supplier") and ___________, (the "Buyer").
The Supplier is engaged in the business of ____________.
The Supplier owns or controls the right to manufacture, market, distribute, and sell, and wishes to supply to the Buyer, and the Buyer wishes to purchase, the products set forth in Exhibit A (the "Products").
From time to time, the parties may enter into various agreements under which the Buyer will purchase and Supplier will furnish additional products, and the parties want to establish purchasing procedures and the terms governing these transactions.
The parties therefore agree as follows:
1. PURCHASE AND SUPPLY.
The Buyer shall buy from the Supplier the Products listed in Exhibit A. During each of the Term, the Buyer shall buy a minimum of ______________ from the Supplier (the "Minimum Quantities").
INSPECTION AND ACCEPTANCE.
The Buyer shall inspect each delivery of Products received from the Supplier, and notify the Supplier of any defects within ______________ after the delivery time. If the Buyer fails to notify the Supplier of any defects within this period, the shipment of Products will be deemed accepted. The Buyer shall allow the Supplier to inspect any Products alleged defective at the Buyer's business site. At the request of the Supplier, the Buyer shall ship to the Supplier, at the Supplier's cost, any Products that the Buyer believes are defective. The Supplier shall replace all defective Products rejected by the Buyer or, at the Supplier's option, reimburse the Buyer for the full purchase price of those Products, including any related shipping costs and taxes.
MINIMUM QUANTITIES.
EXCEPTIONS TO PURCHASE REQUIREMENTS.
WARRANTY AND LIMITATION OF REMEDIES; DISCLAIMER.
DELIVERY OF PRODUCTS / SHIPPING.
The Supplier shall deliver the Products to a location designated by the Buyer (the "Delivery Point"). The Supplier assumes responsibility for the Products, and all risk of damage, loss, or delay of the Products, until the Products are delivered at the Delivery Point. Once the Products are at the Delivery Point, the Buyer assumes all responsibility for and risk of damage to those Products.
PRICING.
The Supplier shall supply the Products to the Buyer at the prices specified in the price list in Exhibit A. The price of each Product includes packaging costs, all applicable taxes, customs duties, export duties, or similar tariffs or fees that the Supplier may be required to pay or collect in connection with the performance of its obligations under, or in furtherance of, this agreement. The Buyer will not be charged for insurance or storage of the Products.
PAYMENT TERMS.
The Supplier shall send invoices to the Buyer, and the Buyer shall remit payments to the Supplier, at the addresses listed in this agreement. The Buyer shall remit those payments within _____________ days of its receipt of the Supplier's invoice. Title in and to the Products shall pass from the Supplier to the Buyer on the Buyer's payment to the Supplier of all fees relating to those Products.
TERM AND TERMINATION.
DEFAULT AND REMEDIES.
If either party terminates this agreement because of the other party's default, the nonbreaching party, in addition to all rights it has under this agreement,shall have the right to exercise all remedies available at law or in equity. All rights and remedies are cumulative, and the election of one remedy shall not preclude another. Any termination will be without prejudice to accrued rights. Specifically, a termination due to default of delivery or payment for the Products required under this agreement will not affect or terminate the rights and obligations of the parties that have accrued under this agreement before or after that default.
INDEMNIFICATION.
FORCE MAJEURE.
A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
GOVERNING LAW.
AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
ASSIGNMENT AND DELEGATION.
COUNTERPARTS; ELECTRONIC SIGNATURES.
SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
NOTICES.
WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this bill of sale on the date stated opposite that party's signature.
Date: _________________ |
By:__________________________________________ |
| Name: | |
Date: _________________ |
By:__________________________________________ |
| Name: |
[PAGE BREAK HERE]
EXHIBIT A
PRODUCT AND PRICING LIST
| add border | |
|---|---|
| PRODUCT NAME | PRICE |
| 1. __________ | $______ |
Letter of Absence from School Due to Sickness
Query Letter for Lateness to Work
Happy New Month Messages / Wishes
Letter of Absence from Work Due to Illness
Letter of Absence from Work Due to Family Emergency
Admission Letter from School / University
Warning Letter to Employee for Misconduct
Condolence Message on Death of Mother
Condolence Letter on Death of Employee
Condolence Message on Death of Wife
Happy Sunday Messages / Wishes
Condolence Message to a Colleague