Supply of Goods Agreement - Resale

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The Supply of Goods Agreement - Resale is designed for use when the buyer intends to resell the goods purchased from the supplier in their original form.

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 only to be delivered in the UK. It carefully regulates the legal relationship between both parties and ensures a fair balance of rights and obligations.

The agreement 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 - Resale contains the following clauses:

1. Definitions and Interpretation
2. Supply of the Goods
3. Specification of the Goods
4. Manufacture and Delivery of the Goods
5. Defective Goods
6. Price and Payment
7. Expert Determination
8. Confidentiality
9. Indemnity
10. Limitation of Liability
11. Force Majeure
12. Term and Termination
13. Effects of Termination
14. No Waiver
15. Further Assurance
16. Costs
17. Set-Off
18. Assignment and Sub-Contracting
19. Relationship of the Parties
20. Non-Solicitation
21. Third Party Rights
22. Notices
23. Entire Agreement
24. Counterparts
25. Severance
26. Dispute Resolution
27. Law and Jurisdiction

And the following schedules:

1. The Goods
2. The Specification

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