SUPPLY OF GOODS AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Supplier Name], a company/individual organized and existing under the laws of [Supplier Jurisdiction], with its principal place of business at [Supplier Address] (“Supplier”)
AND
[Buyer Name], a company/individual organized and existing under the laws of [Buyer Jurisdiction], with its principal place of business at [Buyer Address] (“Buyer”).
WHEREAS
- The Supplier is engaged in the business of supplying certain goods;
- The Buyer wishes to purchase such goods from the Supplier under the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
1. DEFINITIONS
1.1 “Goods” means the products or items described in [Schedule A/Attachment], including any specifications, quantities, and other relevant details.
1.2 “Order” means any written or electronic purchase order submitted by the Buyer to the Supplier for Goods under this Agreement.
2. SUPPLY AND PURCHASE OF GOODS
2.1 The Supplier agrees to sell and deliver, and the Buyer agrees to purchase, the Goods in accordance with the terms of this Agreement.
2.2 Each Order shall specify the type, quantity, and delivery date of the Goods.
2.3 The Supplier shall use reasonable efforts to meet the delivery schedule set out in each Order.
3. PRICE AND PAYMENT TERMS
3.1 The price for the Goods shall be as set out in [Schedule B/Attachment] or as otherwise agreed in writing between the parties.
3.2 The Buyer shall pay each invoice within [Number] days of the invoice date, unless otherwise agreed in writing.
3.3 All prices are [inclusive/exclusive] of taxes, duties, and other charges. Any applicable taxes or charges shall be paid by [Buyer/Supplier] as specified in [Schedule B/Attachment].
4. DELIVERY AND RISK OF LOSS
4.1 The Supplier shall deliver the Goods to [Delivery Address/Location] by [Delivery Method] on or before the delivery date specified in the relevant Order.
4.2 Risk of loss or damage to the Goods passes to the Buyer upon [delivery to the Buyer/delivery to carrier/other specified point].
4.3 Title to the Goods passes to the Buyer upon [full payment/delivery/other specified event].
5. INSPECTION AND ACCEPTANCE
5.1 The Buyer shall inspect the Goods within [Number] days of delivery.
5.2 If the Goods do not conform to the specifications, the Buyer shall notify the Supplier in writing within [Number] days of delivery. The Supplier shall, at its option, repair, replace, or refund the non-conforming Goods.
6. WARRANTIES
6.1 The Supplier warrants that the Goods shall:
- Conform to the specifications set out in [Schedule A/Attachment];
- Be free from defects in materials and workmanship for a period of [Warranty Period] from the date of delivery.
6.2 The above warranties are in addition to any other warranties provided by law.
7. LIMITATION OF LIABILITY
7.1 Except for liability arising from gross negligence, willful misconduct, or breach of warranty, neither party shall be liable for any indirect, incidental, or consequential damages arising out of or related to this Agreement.
7.2 The Supplier’s total liability under this Agreement shall not exceed the total amount paid by the Buyer for the Goods giving rise to the claim.
8. CONFIDENTIALITY
8.1 Each party shall keep confidential any non-public information received from the other party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by law.
9. TERM AND TERMINATION
9.1 This Agreement shall commence on [Effective Date] and continue until [End Date/Termination Event], unless terminated earlier as provided herein.
9.2 Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
9.3 Either party may terminate this Agreement immediately for cause if the other party materially breaches any term of this Agreement and fails to cure such breach within [Cure Period Days] days after receiving written notice.
10. FORCE MAJEURE
10.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, strikes, or shortages of materials.
11. NOTICES
11.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as may be notified in writing) by hand, email, or registered mail.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
12.2 Any disputes arising out of or relating to this Agreement shall be resolved by [negotiation/mediation/arbitration/courts of specified jurisdiction] in [Location].
13. GENERAL PROVISIONS
13.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
13.2 Amendments: Any amendment to this Agreement must be in writing and signed by both parties.
13.3 Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
13.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision.
14. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Supplier:
Name: __________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Buyer:
Name: __________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
