Supply Agreement Template

This Supply Agreement, herein referred to as “Agreement,” is made effective on (MM.DD.YYYY) by and between [Sender.Company]/[Sender.FirstName]​[Sender.LastName], herein frequently referred to as "Supplier," and [Client.Company]/[Client.FirstName]​[Client.LastName], herein frequently referred to as "Purchaser."

Supplier and Purchaser may be referred to as individually as "Party" or collectively as the "Parties."

Whereas:

A) The Supplier is engaged in the business of supplying certain goods as defined below;

B) The Purchaser wishes to acquire certain goods from the Supplier as defined below;

Now, therefore, the Parties agree as follows:

Scope

The purpose of this Agreement is to set out the provisions under which Supplier will deliver to Purchaser the "Products" as described in the following clause. The purchases of all Products by Purchaser from Supplier shall be exclusively subject to the provisions of this Agreement.

Both Parties acknowledge that this Agreement forms the basis of the contractual relationship between the Parties and waive application of their respective standard terms and conditions that typically apply to such transactions.

Products

The Supplier shall supply the following Products:

(describe the exact products to be supplied along with any delivery schedule that may apply i.e. delivery in set installments, regular ongoing pre-scheduled deliveries, etc.)

Supply of products

During the term of this Agreement and any extension thereof, the Supplier shall sell and supply the products to the Purchaser, and the Purchaser shall buy the products from Supplier exclusively/non-exclusively. The Purchaser shall have the right to inspect the Products upon delivery for any potential deficiencies or defects and to communicate any such issues to the Supplier for appropriate rectification as elaborated on in the Warranties clause of this Agreement.

Orders

Every transaction between the Supplier and the Purchaser shall be evidenced by an invoice. A request shall be made by the Purchaser to the Supplier in writing containing the specific product orders and desired quantity.

Pricing

The Price to be paid shall be for the sum of $(dollar amount) each/in total, including taxes. The pricing shall remain locked for a period of (number of days, weeks, months, years).

Invoicing and payment terms

Upon receipt of an invoice from the Supplier, the Purchaser shall have (number) days/months to pay the total amount indicated in the invoice. (include any additional payment terms such as acceptable payment methods, installments, etc.)

Ownership and risk

Ownership of the goods sold shall only transfer to the Purchaser upon delivery by the Supplier to the Purchaser. Supplier shall assume all risks in the delivery of the goods. Any damage to the goods that occurs prior to and/or during delivery shall be the responsibility of the Supplier.

Warranty

The Supplier warrants that it is authorized to pass ownership of the Products to the Purchaser. The Supplier warrants that the products sold and delivered to the Purchaser shall conform to the standard technical and quality specifications required and shall be free from defects.

If any damage or defect to the Products should occur that the Purchaser is not directly responsible for, such Products shall be replaced by the Supplier within (number) days/months from the date that notice of such damage or defect was given to the Supplier from Purchaser, or repair the products at the Supplier's expense, if repairable. Alternatively, the Purchaser could be reimbursed for the cost of the Products found to be defective or damaged at the discretion of the Supplier.

Force majeure

Supplier shall not be held responsible for delays or damages caused by reason of force majeure such as due to flood, earthquake, war, or in cases of inclement weather that shall impact the delivery of the goods to the Purchaser in any way. Supplier shall notify the Purchaser as soon as possible regarding any such incident and issue notice in writing thereafter.

Term and termination

This Agreement shall begin on the date listed at the beginning of this document and shall remain in effect until (insert date or a period of time, i.e., one year from commencement date) unless this Agreement is terminated sooner as listed in this provision or elsewhere within this Agreement.

Each Party shall have the ability to terminate this Agreement for good cause, defined as any material breach of this Agreement or in the event of but not limited to either Party's bankruptcy or insolvency, criminal misconduct related to the operation of its business, material misrepresentation in connection with this Agreement, behavior that damages the other Party's reputation, or failure to make payments. Termination shall be given in the form of a written notice.

Governing law

This Agreement shall be governed in accordance with the laws of the State of [Sender.State].

Severability

If any provisions hereto are found to be invalid by a competent court, such invalidity shall affect only the said provision, and the rest of the remaining provisions shall remain valid and enforceable.

Agreement modification

Any modifications or alterations to this agreement shall require the consent of both Parties hereto in writing.

Waiver

The failure of either Party to insist upon the strict compliance of any of the conditions, terms, and covenants shall not be deemed as a waiver or relinquishment of any of the rights or remedy that Party may have. No waiver of either Party hereto shall be considered as having been made unless otherwise such Party executes it in writing.

Assignment

Unless otherwise expressly agreed to in writing as an agreement modification by each Party, neither Party may assign the rights, liabilities, obligations, or interests hereunder.

The Parties hereto have executed this Agreement on the day above written.