Goods Supply Agreement Template

DATE: [DD MONTH YYYY]

PARTIES
(1) [PARTY A LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party A); and
(2) [PARTY B LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party B).

Each signatory confirms authority to bind the relevant party.

1. FRAMEWORK
The Supplier may supply and the Customer may purchase goods under accepted orders. No minimum commitment exists unless Schedule 1 states otherwise.

2. ORDERS AND INVOICES
Each order must identify quantity, required date, delivery place and the Annex 1 specification. An order binds the Supplier only when accepted in writing. Each invoice shall identify the accepted order and particular goods supplied.

3. SPECIFICATION AND QUALITY
Goods must comply with Annex 1, applicable law, agreed samples and stated packaging or labelling requirements. Substitution requires prior written approval.

4. PRICE AND PAYMENT
Prices are stated in Schedule 1 or the accepted order in [GBP / EUR / USD], exclusive of properly chargeable tax. Valid undisputed invoices are payable within [NUMBER] days.

5. DELIVERY, TITLE AND RISK
Delivery is at [PLACE / INCOTERM]. Risk passes [POINT]. Title passes [POINT, SUBJECT TO VALID RETENTION-OF-TITLE ADVICE].

6. INSPECTION AND DEFECTS
The Customer may inspect on delivery and notify apparent defects within [NUMBER] business days. Latent defects must be notified within a reasonable period after discovery.

7. RECALL, COMPLIANCE AND RECORDS
The Supplier shall maintain traceability and promptly notify safety, regulatory, sanctions, origin or recall issues relevant to the goods.

8. LIABILITY AND TERMINATION
Insert negotiated warranties, insurance, liability cap, exclusions, recall allocation, termination and outstanding-order treatment after professional review.

ANNEX 1 — PRODUCT SPECIFICATION
Product / SKU: [DETAIL]
Technical description: [DETAIL]
Materials / dimensions / tolerance: [DETAIL]
Quality standard / certification: [DETAIL]
Packaging / marking: [DETAIL]
Country of origin / HS code: [DETAIL]
Unit price and currency: [DETAIL]
Lead time / minimum order: [DETAIL]
Invoice line description: [DETAIL]

GENERAL
Notices must be sent to the addresses and emails stated in Schedule 2. Neither party may assign this agreement without written consent, except as expressly agreed. This agreement and its schedules contain the entire agreement on its subject. A variation must be signed by authorised representatives. If a provision is invalid, the remainder continues. Delay in enforcement is not a waiver. No third party has a right to enforce this agreement unless stated.

GOVERNING LAW AND DISPUTES
This agreement is governed by the law of England and Wales [CHANGE IF REQUIRED]. The courts of England and Wales have exclusive jurisdiction [OR INSERT AGREED ARBITRATION / MEDIATION PROCESS].

SIGNATURES
For Party A: [NAME / TITLE / SIGNATURE / DATE]
For Party B: [NAME / TITLE / SIGNATURE / DATE]

SCHEDULE 2 — NOTICES AND PAYMENT
Party A notice email: [EMAIL]
Party B notice email: [EMAIL]
Payment currency: [GBP / EUR / USD]
Account name: [LEGAL NAME]
Account / IBAN: [DETAILS]
SWIFT / BIC: [CODE]
Payment reference: [REFERENCE]