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What is Supply Agreement?

Supply Agreement Specifies terms for supplying goods or materials, including delivery schedules and pricing agreements.



Sample template:



SUPPLY AGREEMENT


This Supply Agreement (the "Agreement") is entered into as of [Date of Agreement], by and between Homenick INC, a company incorporated under the laws of the United States, having its principal place of business at [Address of Homenick INC] ("Supplier") and GlobalGadgets Retail, a company incorporated under the laws of the United States, having its principal place of business at [Address of GlobalGadgets Retail] ("Buyer").

1. DEFINITIONS


1.1. "Goods" means the goods or materials to be supplied by Supplier to Buyer as described in Exhibit A attached hereto and incorporated herein.



1.2. "Delivery Schedule" means the schedule for the delivery of Goods as set forth in Exhibit B attached hereto and incorporated herein.



2. TERM AND TERMINATION


2.1. Term


This Agreement shall commence on the Effective Date and continue for a period of [Number of Years] years, unless terminated earlier in accordance with the provisions of this Agreement (the "Term").



2.2. Termination for Convenience


Either Party may terminate this Agreement upon giving [Number of Days] days' written notice to the other Party, for any reason or for no reason.



2.3. Termination for Cause


Either Party may terminate this Agreement in the event that the other Party materially breaches its obligations hereunder, and such breach is not cured within [Number of Days] days after the non-breaching Party provides written notice thereof to the breaching Party.



3. SUPPLY AND PURCHASE OF GOODS


3.1. Supply and Purchase Obligations


During the Term, Supplier shall sell, and Buyer shall purchase, the Goods in accordance with the terms and conditions specified in this Agreement, including the delivery schedule as set forth in the Delivery Schedule.



3.2. Changes to the Goods or Delivery Schedule


Buyer may request changes to the Goods or Delivery Schedule by submitting a written request to the Supplier. Supplier shall promptly review and respond in writing to such requests, indicating whether it can accommodate the requested changes and any impact on the pricing or delivery schedule. Any such changes shall not be effective unless mutually agreed upon by the Parties in writing.



4. DELIVERY, TITLE, AND RISK OF LOSS


4.1. Delivery


Supplier shall deliver the Goods to Buyer in accordance with the Delivery Schedule, using the shipping method and carrier designated by Buyer. Supplier shall promptly provide Buyer with written notice of any anticipated delay in the delivery of the Goods.



4.2. Title and Risk of Loss


Title to and risk of loss for the Goods shall pass to Buyer upon delivery of the Goods to the delivery location specified in the Delivery Schedule.



5. PRICING AND PAYMENT


5.1. Prices


All prices for the Goods shall be as specified in Exhibit A. The prices shall be exclusive of any applicable taxes, import duties, or other charges, which shall be the responsibility of Buyer.



5.2. Invoices and Payment


Supplier shall issue invoices to Buyer for the Goods promptly after the delivery thereof. Buyer shall pay such invoices within [Number of Days] days of receipt, unless otherwise agreed in writing by the Parties.



5.3. Taxes


Buyer shall be responsible for all taxes, duties, and other charges imposed on the sale of the Goods under applicable law.



6. WARRANTIES AND INDEMNITIES


6.1. Warranties


Supplier warrants that the Goods shall be free from defects in material and workmanship, conform to the specifications set forth in Exhibit A, and be fit for their intended purpose for a period of [Number of Months] months from the date of delivery.



6.2. Indemnification


Supplier shall indemnify and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of Supplier's warranties under this Agreement, provided that Buyer promptly notifies Supplier in writing of any such claim.



7. FORCE MAJEURE


Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, power outages, or any other similar event; provided that the Party invoking force majeure notifies the other Party promptly upon becoming aware of such event and uses reasonable efforts to mitigate the effects of the force majeure event.



8. GOVERNING LAW AND DISPUTE RESOLUTION


8.1. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of the United States of America without regard to its conflict of laws provisions.



8.2. Dispute Resolution


Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration administered by the [Arbitration Institution] under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City, State]. The language of the arbitration shall be English.



9. MISCELLANEOUS


9.1. Entire Agreement


This Agreement and its Exhibits contain the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, negotiations, and agreements, whether oral or written, with respect to such subject matter.



9.2. Amendment and Waiver


This Agreement may be amended or modified only by a written instrument signed by the Parties. No waiver of any provision of this Agreement, or any rights or obligations under this Agreement, shall be effective unless such waiver is in writing and signed by the Party against whom it is sought to be enforced.



9.3. Counterparts


This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

HOMENICK INC
_________________________
[Authorized Signatory]

GLOBALGADGETS RETAIL
_________________________
[Authorized Signatory]

EXHIBIT A: Description and Pricing of Goods

EXHIBIT B: Delivery Schedule

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Common Sections of a Supply Agreement


In this Supply Agreement, you will see the following sections:

  1. Definitions
  2. Term and Termination
  3. Supply and Purchase of Goods
  4. Delivery, Title, and Risk of Loss
  5. Pricing and Payment
  6. Warranties and Indemnities
  7. Force Majeure
  8. Governing Law and Dispute Resolution
  9. Miscellaneous


Going indepth - Summary of each section:

  1. Definitions : This section explains the meaning of key terms used throughout the agreement, such as "Goods" and "Delivery Schedule."

  2. Term and Termination : This section outlines the duration of the agreement and the conditions under which either party can terminate the agreement. It covers termination for convenience (no specific reason) and termination for cause (due to a breach of the agreement).

  3. Supply and Purchase of Goods : This section details the obligations of the Supplier to sell and the Buyer to purchase the goods. It also covers the process for making changes to the goods or delivery schedule.

  4. Delivery, Title, and Risk of Loss : This section explains how the goods will be delivered, when the title and risk of loss transfer from the Supplier to the Buyer, and the Supplier's responsibility to notify the Buyer of any anticipated delays in delivery.

  5. Pricing and Payment : This section outlines the prices for the goods, the invoicing and payment process, and the responsibility for taxes, duties, and other charges related to the sale of the goods.

  6. Warranties and Indemnities : This section describes the Supplier's warranties for the goods, such as being free from defects and fit for their intended purpose. It also covers the Supplier's obligation to indemnify (compensate) the Buyer for any losses resulting from a breach of these warranties.

  7. Force Majeure : This section explains that neither party will be held responsible for delays or failures to perform their obligations due to events beyond their control, such as natural disasters or war, as long as they notify the other party and make reasonable efforts to mitigate the effects of the event.

  8. Governing Law and Dispute Resolution : This section specifies the governing law for the agreement and the process for resolving disputes, such as arbitration or litigation.

  9. Miscellaneous : This section covers various additional provisions, such as the entire agreement clause (stating that this agreement supersedes all prior agreements), amendment and waiver procedures, and the ability to execute the agreement in counterparts (separate copies that together form the complete agreement).

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