Supply of Goods Agreement - Manufacture
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This Supply Agreement for Goods - Manufacture is for use when the buyer
intends to use the goods purchased from the supplier in the manufacture,
packaging of new or different goods. A Supply Agreement for Goods for
Resale only is also available.
This document has been updated to incorporate new provisions for
liability and indemnity, adding further protection for both parties. In
certain circumstances, the supplier is required to indemnify the buyer (for
example, where a third party takes legal action against the buyer where the
goods sold by the supplier breach that third party's intellectual property
rights). In other circumstances, the buyer may be required to indemnify the
supplier (where, for example, it has sold the goods under a particular
brand name or trade mark and a third party has taken legal action against
the supplier as a result). Beyond the scope of the indemnity provisions,
liability is tightly but fairly limited for both parties.
Other new provisions in this template include a range of standard or
"boilerplate" clauses designed to add more certainty and clarity from both
practical and legal perspectives.
This agreement should be used between two UK-based businesses who wish to
establish a long-term supply relationship. It carefully regulates the legal
relationship between both parties and ensures a fair balance of rights and
This document recognises the fact that additional considerations to those
found in standard supply agreements are necessary when a long-term
relationship is established, and as such provides comprehensive protections
and measures for both seller and customer in all relevant areas.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document. Note that any other clauses
can also be altered or removed as desired, but caution is advised. Also
note that whilst clause numbers will automatically update, cross references
within the text of clauses will not and must be updated manually.
This Supply of Goods Agreement - Manufacture contains the following
1. Definitions and Interpretation
2. Supply of the Goods
3. Conditions of Sale
4. Specification of the Goods
5. Manufacture and Delivery of the Goods
6. Defective Goods
7. Price and Payment
8. Expert Determination
11. Limitation of Liability
12. Force Majeure
13. Term and Termination
14. Effects of Termination
15. No Waiver
16. Further Assurance
19. Assignment and Sub-Contracting
20. Relationship of the Parties
22. Third Party Rights
24. Entire Agreement
27. Dispute Resolution
28. Law and Jurisdiction
and the following schedules:
1. The Goods
2. The Specification
3. The Finished Goods
This document is in open format. Either enter the requisite details in the
highlighted fields or adjust the wording to suit your purposes.
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