Supplier Agreement Template (Free)
A supply agreement sets the terms under which a supplier provides goods to a buyer over time, beyond a single order. Use this template when you have an ongoing sourcing relationship and want agreed prices, lead times, quality standards and warranties in writing.
What this template covers
- Parties and scope of supply
- Specifications and quality standards
- Orders, forecasts and lead times
- Pricing and payment
- Delivery and Incoterms
- Warranties, inspection and defects
- Term, termination and governing law
Supply Agreement template
SUPPLY AGREEMENT This Supply Agreement (the "Agreement") is made on [DATE] BETWEEN [SUPPLIER LEGAL NAME], registered in [COUNTRY], address [ADDRESS] (the "Supplier"), AND [BUYER LEGAL NAME], registered in [COUNTRY], address [ADDRESS] (the "Buyer"). 1. SUPPLY 1.1 The Supplier will manufacture and supply, and the Buyer will purchase, the products described in Schedule 1 (the "Products") on the terms of this Agreement. 1.2 The Products must meet the specifications in Schedule 1 (the "Specifications"). 2. ORDERS AND FORECASTS 2.1 The Buyer may give non-binding forecasts to help the Supplier plan capacity. 2.2 The Buyer places binding orders in writing stating quantity, delivery date and destination. The Supplier confirms each order within [NUMBER] business days. 2.3 The standard lead time is [NUMBER] days from order confirmation. 3. PRICE AND PAYMENT 3.1 Prices are set out in Schedule 1 and are fixed until [DATE]. After that the Supplier may change prices on [NUMBER] days written notice. 3.2 Payment terms are [e.g. 30% deposit on order, balance net 30 days from invoice]. 3.3 Prices are exclusive of taxes and duties unless stated. 4. DELIVERY 4.1 Delivery is [INCOTERM 2020] [NAMED PLACE]. Risk and title pass as provided by that Incoterm. 4.2 Time of delivery is [an estimate / of the essence]. 5. QUALITY, INSPECTION AND WARRANTY 5.1 The Supplier warrants that the Products conform to the Specifications, are free from defects in material and workmanship, and are made in compliance with applicable law. 5.2 The Buyer may inspect Products on delivery and must notify any visible defect within [NUMBER] days, and any hidden defect within [NUMBER] days of discovery. 5.3 For non-conforming Products the Supplier will, at the Buyer choice, replace them or refund the price, plus reasonable return costs. 6. INTELLECTUAL PROPERTY AND CONFIDENTIALITY 6.1 Each party keeps the other confidential information secret and uses it only for this Agreement. 6.2 Where the Buyer supplies designs or specifications, the resulting Buyer-specific IP remains the Buyer property. 7. TERM AND TERMINATION 7.1 This Agreement runs for [NUMBER] years and renews for [NUMBER]-year periods unless either party gives [NUMBER] days notice. 7.2 Either party may terminate for uncured material breach or insolvency of the other. 8. GENERAL 8.1 Governed by the laws of [COUNTRY]; courts of [COUNTRY OR CITY] have jurisdiction. 8.2 Neither party is liable for delay caused by events beyond its reasonable control (force majeure). SCHEDULE 1: PRODUCTS, SPECIFICATIONS AND PRICES [LIST PRODUCTS, SPECIFICATIONS, UNIT PRICES, MOQ] SIGNED Supplier: __________ Name/Title: [ ] Date: ____ SIGNED Buyer: __________ Name/Title: [ ] Date: ____
Before you use it
- This is a general starting template, not legal advice. Laws differ by country and by deal. Have a qualified lawyer review any agreement before you sign it.
- Attach a clear Schedule 1: vague specifications are the most common cause of supply disputes.
- Set the Incoterm in clause 4.1 to match how you actually ship.
Frequently asked questions
What is the difference between a supply agreement and a purchase order?
A supply agreement governs an ongoing relationship: agreed prices, lead times, quality and warranties over time. A purchase order is a single transaction placed under those terms. Many buyers sign one supply agreement, then place many purchase orders against it.