Business to Business Supply of Goods and Services Contract Template

Supply of Goods and Services Agreement

TR.C&L.04.17

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.

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)).

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. 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. Specification of Goods
3. The Services
4. Goods Price List
5. Services Price List

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Once you have purchased access to the appropriate document folder click on the “Download Document” link below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

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