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
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
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
21. Assignment and Sub-Contracting
22. Relationship of the Parties
24. Third Party Rights
26. Entire Agreement
29. Dispute Resolution
30. Law and Jurisdiction
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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