Supply of Goods Agreement - Template, Sample Form Pro · UK-law
✓ Valid in United Kingdom · drafted to comply with local law
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SUPPLY OF GOODS AGREEMENT
This Agreement is dated: ________
PARTIES
(1) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Supplier); and
(2) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at:
________
(the Customer),
each a party and together the parties.
BACKGROUND
(A) The Supplier carries on the following business:
________
(B) The Customer wishes to buy, and the Supplier wishes to supply, the Goods on the terms and conditions set out in this Agreement.
AGREED TERMS
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply in this Agreement.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Commencement Date: ________.
Conditions: the terms and conditions set out in this Agreement.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Delivery Date: the date specified for delivery of an Order in accordance with this Agreement.
Delivery Location: the address for delivery of the Goods, as notified by the Customer to the Supplier when placing the Order.
Force Majeure Event: has the meaning given in clause 12.
Goods: the goods (or any part of them) as set out in this Agreement.
Order: an order for the Goods submitted by the Customer in accordance with clause 3.
Price: the price for the Goods as set out in this Agreement.
Specification: the specification for the Goods, together with any related plans and drawings agreed in writing between the Customer and the Supplier as set out in this Agreement.
VAT: value added tax chargeable in the United Kingdom under the Value Added Tax Act 1994.
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time.
1.3 Any words following the terms including, include, in particular, for example or any similar expression are illustrative and do not limit the sense of the words preceding those terms.
1.4 A reference to writing or written includes email.
2. COMMENCEMENT AND TERM
2.1 This Agreement shall begin on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until ________, when it shall terminate automatically without notice.
2.2 On expiry of the term, this Agreement shall automatically renew for successive periods of ________, until terminated by either party in accordance with the terms of this Agreement.
3. ORDERS
3.1 The Customer shall place Orders on a weekly basis at least ________ days before the start of the relevant week.
3.2 Where the Supplier accepts an Order, it shall assign an order number to the accepted Order and notify that number to the Customer. The relevant order number shall be quoted in all future correspondence relating to the Order.
3.3 On confirmation of an Order, the Supplier shall, as soon as practicable, notify the Customer of its estimated delivery date for the Order.
3.4 It is the Customer's responsibility to ensure that each Order and any applicable Specification is complete and accurate, and to provide the Supplier with all information relating to the Goods that the Supplier may reasonably require to fulfil each Order.
4. THE GOODS
4.1 The following shall not form part of the Contract:
(a) any samples, drawings, descriptive matter or advertising produced by the Supplier; and
(b) any descriptions or illustrations contained in the Supplier's catalogues or brochures.
4.2 Any such descriptions or illustrations are produced solely to give an approximate idea of the Goods described in them.
4.3 The Goods to be supplied shall conform to the following description provided by the Customer:
________
4.4 The Supplier reserves the right to amend the Specification of the Goods to the extent required by any applicable statutory or regulatory requirements.
5. DELIVERY
5.1 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing the contract number ________, the order number, the type and quantity of the Goods, any special storage instructions and, where the Order is delivered in instalments, the outstanding balance of Goods remaining to be delivered.
5.2 The Supplier shall deliver the Goods to the Delivery Location.
5.3 Delivery is completed on the unloading of the Goods at the Delivery Location.
5.4 Time of delivery is of the essence and the Delivery Dates are the exact dates on which the Goods must be delivered to the Customer. However, the Supplier shall have no liability for any delay in delivery caused by:
(a) a Force Majeure Event; or
(b) the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods.
5.5 The Supplier's liability arising from any failure to deliver the Goods by the relevant Delivery Date shall be limited to the costs and expenses reasonably incurred by the Customer in obtaining replacement goods of similar description and quality, less the Price of the Goods. The Supplier shall have no liability for any failure to deliver to the extent that such failure results from:
(a) a Force Majeure Event; or
(b) the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions relevant to the supply of the Goods.
5.6 Where ________ days have elapsed after the Supplier has attempted to deliver the Goods, the Supplier reserves the right to resell or otherwise dispose of part or all of the Goods.
5.7 The Supplier may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer is not entitled to treat the Contract as a whole as repudiated by reason of any delay in delivery of, or defect in, one or more instalments.
6. QUALITY AND FITNESS FOR PURPOSE
6.1 The Supplier warrants that, for a period of ________ months from the date of delivery, the Goods shall:
(a) be free from material defects in design, materials, manufacture and workmanship;
(b) conform in all material respects with their description and the Specification;
(c) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(d) be fit for any purpose held out by the Supplier.
6.2 Subject to clause 6.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the Price of the defective Goods in full, provided that:
(a) the Customer gives the Supplier written notice within ________ Business Days of discovering that some or all of the Goods do not comply with the warranties in clause 6.1;
(b) the Customer gives the Supplier a reasonable opportunity to examine the defective Goods; and
(c) if requested by the Supplier, the Customer returns the defective Goods to the Supplier's place of business at the Customer's expense.
6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranties in clause 6.1 where:
(a) the Customer makes any further use of the defective Goods after giving notice of the defect;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs the Goods without the Supplier's written consent;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from the Specification only as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranties in clause 6.1, save that nothing in this clause shall limit or exclude the Customer's statutory rights or any right to claim damages where the Customer is dealing as a consumer.
6.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. TITLE AND RISK
7.1 Risk in the Goods shall pass to the Customer on completion of unloading at the Delivery Location.
7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by it so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(b); and
(e) provide the Supplier, on request, with information relating to the Goods and any material deterioration in the Customer's financial position.
7.4 The Supplier shall have the right to recover Goods in which title has not passed to the Customer, and the Customer grants the Supplier, its agents and employees an irrevocable licence to enter any premises where the Goods are stored to inspect them or, where title has not passed, to recover them.
7.5 At any time after delivery, the Supplier may elect to transfer title in the Goods to the Customer, whereupon the Customer shall immediately pay the Price to the Supplier.
8. PRICE AND PAYMENT
8.1 The Supplier shall notify the Customer of the Price of the Goods on acceptance of the Order, together with confirmation of the Order.
8.2 The Price excludes:
(a) the costs of packaging;
(b) insurance costs;
(c) the costs of transport of the Goods; and
(d) the following costs:
________
8.3 The cost of delivery of the Goods shall be included in the Price quoted by the Supplier to the Customer in an invoice.
8.4 The Supplier may invoice the Customer for the Price of the Goods, plus VAT at the applicable rate where chargeable, at any time after it has confirmed the relevant Order. Each invoice shall set out:
(a) the date of the Order;
(b) the invoice number;
(c) the contract number;
(d) the Customer's order number;
(e) the Supplier's VAT registration number; and
(f) any other supporting documentation that the Customer may reasonably require.
The Supplier shall send a hard copy of each invoice to the Customer's place of business by first class post.
8.5 The Customer shall pay each invoice in full and in cleared funds within ________ days of the date of the invoice, by the method specified in clause 8.8. Time of payment is of the essence.
8.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's other remedies:
(a) the Customer shall pay interest on the overdue sum from the due date until payment, whether before or after judgment. Such interest shall accrue daily at 4% per annum above the Bank of England base rate from time to time, but at 4% per annum for any period when that base rate is below 0%. This clause is without prejudice to any entitlement to interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) the Supplier may suspend all further deliveries of Goods until payment has been made in full.
8.7 All amounts due under the Contract from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law). The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.8 The Customer shall pay each invoice by ________.
9. LIMITATION OF LIABILITY
9.1 The Supplier holds insurance cover in respect of certain aspects of its legal liability for individual claims up to a maximum of £________ (________) per claim. This clause reflects the extent of the insurance cover the Supplier has been able to obtain, and the Customer is responsible for arranging any insurance for liability in excess of that amount. The Supplier has obtained insurance cover to the extent set out above for the following reason:
________
9.2 Nothing in this Agreement shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.3 Subject to clause 9.2:
(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss, arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer for all other loss or damage arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed £________ (________).
9.4 This clause 9 shall survive termination of the Contract.
10. COMPLIANCE WITH RELEVANT LAWS AND POLICIES
10.1 In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes governing the type of Goods supplied as in force from time to time. If the Supplier is in breach of any obligation under the Contract as a result of complying with any such law, the Supplier shall have no liability to the Customer for that breach.
10.2 If the Supplier breaches this clause 10 and the Goods do not comply with the relevant laws governing their form, measurement or any other aspect, the Customer may terminate the Contract with immediate effect.
11. TERMINATION
11.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (where such breach is remediable) fails to remedy it within ________ days of being notified in writing to do so;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that, in the terminating party's reasonable opinion, the other party's capability to perform its obligations under the Contract is in jeopardy.
11.2 Without affecting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date and remains in default not less than ________ days after being notified in writing to make payment; or
(b) there is a change of control of the Customer.
11.3 Termination of the Contract shall not affect any rights and remedies of the parties that have accrued as at termination, including the right to claim damages in respect of any breach existing at or before the date of termination.
11.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. FORCE MAJEURE
12.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such failure or delay results from a Force Majeure Event, being any event, circumstance or cause beyond a party's reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for ________, the party not affected may terminate the Contract by giving ________ written notice to the affected party.
12.2 A Force Majeure Event includes:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations;
(d) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;
(e) collapse of buildings, fire, explosion or accident; and
(f) any labour or trade dispute, strikes, industrial action or lockouts.
13. ASSIGNMENT AND OTHER DEALINGS
13.1 The Customer shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
13.2 The Supplier may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
14. CONFIDENTIALITY
14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
14.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know it for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract, provided that the disclosing party ensures that such persons comply with this clause 14; and
(b) as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
15. ENTIRE AGREEMENT
15.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
16. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. WAIVER
17.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
18. SEVERANCE
18.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
18.2 If any provision or part-provision of this Agreement is deemed deleted under clause 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. NOTICES
19.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
(a) delivered by hand at its registered office or principal place of business; or
(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):
Customer: ________
Supplier: ________
19.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address; and
(b) if sent by email, at the time of transmission, or, if that time falls outside Business Hours in the place of receipt, when Business Hours resume.
19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20. THIRD-PARTY RIGHTS
20.1 No person other than a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
21. GOVERNING LAW
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
22. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement has been entered into on the date stated at the beginning of it.
Signed for and on behalf of the Supplier:
________, ________
on behalf of ________
Signature: ______________________
Date: ________
Signed for and on behalf of the Customer:
________, ________
on behalf of ________
Signature: ______________________
Date: ________
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