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 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 document include a range of standard or
"boilerplate" clauses designed to add 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
11. Limitation of Liability
12. Force Majeure
13. Term and Termination
14. Effects of Termination
15. No Waiver
16. Further Assurance
19. Assignment and Sub-Contracting
20. Relationship of the Parties
22. Third Party Rights
24. Entire Agreement
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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