Supply of Goods and Services Agreement

This Supply of Goods and Services Agreement is designed for use in situations where the supplier is selling both goods and services to the customer.

The data protection provisions in this document have been reviewed and updated for Brexit. References to data protection legislation have been updated with reference to the UK GDPR.

Designed for business-to-business use, this template carefully regulates the legal relationship between both parties and is designed to be balanced in its terms. There is little in the way of bias toward either party.

The terms of this agreement are suitable for a variety of goods and services and for a range of medium to long contract durations.

In the case of both the goods and the services, it is assumed that the supplier will be supplying the customer directly. Notwithstanding this, optional provisions allow the supplier to subcontract any or all of its obligations (while remaining responsible for any acts or omissions of its subcontractor(s)). It is also assumed that both parties are based in the UK and that delivery of goods will be only in the UK.

Strong liability and indemnity provisions are also included. 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.

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.

This Supply of Goods and Services Agreement contains the following clauses:

1. Definitions and Interpretation
2. Supply of Goods
3. Specification of the Goods
4. [Manufacture] AND/OR [Sourcing] and Delivery of Goods
5. Defective Goods
6. Provision of Services
7. Customer’s Obligations Pertaining to Services
8. Fees, Payment and Records
9. Confidentiality
10. Indemnity
11. Limitation of Liability
12. Force Majeure
13. Term and Termination
14. Effects of Termination
15. [Data Protection]
16. [Data Processing]
17. No Waiver
18. Further Assurance
19. Costs
20. Set-Off
21. Assignment and Sub-Contracting
22. Relationship of the Parties
23. Non-Solicitation
24. Third Party Rights
25. Notices
26. Entire Agreement
27. Counterparts
28. Severance
29. Dispute Resolution
30. Law and Jurisdiction

Schedules:

1. The Goods
2. Specification of Goods
3. The Services
4. Goods Price List
5. Services Price List
6. [Data Processing]

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