Supply Agreement by EasyLegalDocs
This Supply Agreement template establishes the terms and conditions for the provision of goods from a supplier to a customer. It defines key aspects such as product description, quantity, delivery schedules, pricing, payment terms, and warranties. The agreement also includes provisions for indemnification, confidentiality, and dispute resolution.
SUPPLY AGREEMENT
This Supply Agreement (the "Agreement") is entered into on this [Effective Date], ("Effective Date"),
BETWEEN: | [Supplier Name], with an address of [Supplier Address] (hereinafter referred to as the “Supplier”) |
AND: | [Customer Name], with its primary place of business located at [Customer Address] (hereinafter referred to as the “Customer”), collectively referred to as the "Parties." |
DESCRIPTION OF GOODS
Supplier agrees to supply to Customer, and Customer agrees to purchase from Supplier, the following goods and/or products:
(collectively referred to as the "Goods").
QUANTITY
The quantity of Goods to be supplied by Supplier, as well as any minimum or maximum order requirements, shall be as specified in individual purchase orders issued by Customer and accepted by Supplier.
DELIVERY SCHEDULE
Supplier shall deliver the Goods to Customer according to the delivery schedule specified in each purchase order. Any delays in delivery must be communicated promptly by Supplier to Customer.
INSPECTION
Customer has the right to inspect the Goods upon receipt and may reject any Goods that do not meet the agreed-upon specifications or quality standards.
PRICE
The price for the Goods shall be as specified in each purchase order or as otherwise agreed upon in writing between the Parties. Unless otherwise stated in the purchase order, the price shall be exclusive of all applicable taxes, duties, and other charges.
INVOICING AND PAYMENT
Supplier shall submit invoices to Customer for the Goods delivered. Payment terms, including due dates and acceptable payment methods, shall be as agreed upon in writing between the Parties.
TAXES
Any applicable taxes, duties, or other charges related to the purchase of the Goods shall be the responsibility of Customer unless otherwise specified in writing.
TERM
This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party with [Notice Period] written notice.
TERMINATION FOR CAUSE
Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 14 days.
SUPPLIER WARRANTIES
Supplier represents and warrants that:
The Goods will be of merchantable quality, free from defects, and conform to the specifications agreed upon by the Parties.
The Goods will be free and clear of any liens or encumbrances.
Supplier has the necessary rights and authorizations to supply the Goods to Customer.
INDEMNIFICATION
Supplier shall indemnify and hold Customer harmless from and against any claims, losses, damages, or liabilities arising out of or related to the Goods supplied by Supplier, including but not limited to claims of product defects or intellectual property infringement.
CONFIDENTIALITY
The Parties agree to keep all information exchanged during the course of this Agreement confidential ("Confidential Information"). Confidential Information shall include, but is not limited to:
Technical Information: Any technical data, specifications, designs, drawings, formulas, or processes related to the Goods.
Financial Information: Any financial data, pricing information, cost structures, and profit margins.
Business Strategies: Any business plans, marketing strategies, customer lists, and sales data.
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a framework agreement for the sale of goods that defers specific pricing and delivery quantities to purchase orders. It contains broad supplier warranties regarding merchantable quality and specific indemnification for intellectual property infringement. It is not a services contract or a one-off bill of sale.
When should you use it?
Use this when a business intends to buy goods repeatedly from a vendor over time. Use a Distribution Agreement instead if the buyer is reselling the products under a specific territory license.
What's inside
| Clause | Name | What it does |
|---|---|---|
| QUANTITY | Quantity | Specifies that goods quantities and order limits are determined by individual purchase orders rather than fixed volumes in this main agreement. |
| INSPECTION | Inspection | Grants the Customer the right to examine Goods upon receipt and reject items that do not meet agreed-upon quality standards. |
| TERMINATION FOR CAUSE | Termination for Cause | Allows either Party to terminate immediately if a material breach is not cured within 14 days of written notice. |
| SUPPLIER WARRANTIES | Supplier Warranties | Obliges the Supplier to provide goods of merchantable quality that are free from liens and conform to technical specifications. |
| INDEMNIFICATION | Indemnification | Requires the Supplier to cover losses arising from product defects or intellectual property infringement related to the supplied Goods. |
| CONFIDENTIALITY | Confidentiality | Restricts the use of shared technical, financial, and business strategy data solely to the fulfillment of contractual obligations. |
Who it's for
- a manufacturer or wholesaler providing products to a buyer via recurring purchase orders
- a commercial purchaser requiring a right of inspection and rejection for defective goods
- parties establishing a long-term supply relationship without committing to specific volumes upfront
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
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Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
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