Supply of Goods Agreement - Manufacture

If you wish to use this document in a scenario that involves personal data, standard clauses for data protection and data processing are available in our UK GDPR & Data Protection Group.

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 where the goods are for delivery only in the UK. It carefully regulates the legal relationship between both parties and ensures a fair balance of rights and obligations.

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 clauses:

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
9. Confidentiality
10. Indemnity
11. Limitation of Liability
12. Force Majeure
13. Term and Termination
14. Effects of Termination
15. No Waiver
16. Further Assurance
17. Costs
18. Set-Off
19. Assignment and Sub-Contracting
20. Relationship of the Parties
21. Non-Solicitation
22. Third Party Rights
23. Notices
24. Entire Agreement
25. Counterparts
26. Severance
27. Dispute Resolution
28. Law and Jurisdiction

and the following schedules:

1. The Goods
2. The Specification
3. The Finished Goods

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