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Long Term Supply Agreement (Sale or Return) (Source & Supply)


This Long Term Supply Agreement (Sale or Return) (Source & Supply) is designed for use in situations in which the buyer (or customer) is purchasing multiple consignments of goods on a long term basis for resale.

This template is intended for use only where the supplier and buyer are based in the UK and the goods are to be delivered in the UK. For any other case, you should take professional legal advice as to the terms of agreement that will be suitable for your circumstances. 

This template incorporates provisions for liability and indemnity to protect 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 provisions in this document include a range of standard or "boilerplate" clauses designed to provide more certainty and clarity from both practical and legal perspectives.

In addition to regulating the standard transactions between one business and another, the buyer has the option to return goods to the supplier within a defined period in exchange for a full refund. The sale or return provisions should not be confused with provisions governing defective or incorrect goods. Sale or return applies specifically to undamaged, correct consignments of goods which the buyer simply does not want to keep.

The terms of this agreement are written with relationships between suppliers (that is, non-manufacturers) and buyers in mind. An alternative version of this document, designed for suppliers who manufacture their own goods, is available.

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 Long Term Supply Agreement (Sale or Return) (Source & Supply) contains the following clauses:

1. Definitions and Interpretation 
2. Supply of Goods 
3. Specification of the Goods 
4. Sourcing and Delivery of the Goods 
5. Defective Goods 
6. Sale or Return 
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. [Sale or Return Payment Schedule]

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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