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Supplier Agreement Template

Created April 6, 2026

This Supplier Agreement (“Agreement”) is entered into and made effective as of [Effective Date] (“Effective Date”), by and between:

[Buyer Company Name], a company incorporated and existing under the laws of [Jurisdiction], with its principal place of business at [Buyer Address] (hereinafter referred to as “Buyer”);

and

[Supplier Company Name], a company incorporated and existing under the laws of [Jurisdiction], with its principal place of business at [Supplier Address] (hereinafter referred to as “Supplier”).

WHEREAS, the Buyer desires to purchase certain goods and/or products from the Supplier; and

WHEREAS, the Supplier agrees to supply such goods and/or products to the Buyer under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

  1. Definitions and Interpretation

    1. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

    2. “Agreement” means this Supplier Agreement, including all amendments and modifications hereto.

    3. “Goods” means the products, items, materials, or any deliverables to be supplied by Supplier to Buyer as described herein.

    4. “Order” means any purchase order, release, or other form of request issued by Buyer for the supply of Goods.

    5. “Specifications” refers to the technical and quality requirements, descriptions, dimensions, and standards stipulated by Buyer for the Goods.

    6. “Business Day” means any day other than a Saturday, Sunday, or public holiday in [Jurisdiction] when commercial banks are open for business.

    7. References to any party include that party’s successors and permitted assigns.

    8. Headings are for convenience only and shall not affect interpretation.

    9. Any reference to the singular includes the plural and vice versa.

    10. References to “including” or “includes” are deemed to be without limitation.

    11. No provision of this Agreement shall be interpreted against a party solely as a result of such party being the drafter.

  2. Appointment and Scope of Supply

    1. The Buyer hereby appoints the Supplier as its non-exclusive supplier of Goods during the Term, subject to the terms and conditions herein.

    2. The Supplier shall supply the Goods as described in this Agreement and in accordance with any Orders placed by Buyer.

    3. The scope of supply includes, but is not limited to, the manufacture, packaging, labeling, and delivery of the Goods as per Buyer’s requirements.

    4. Supplier shall not assign or subcontract performance of this Agreement or any portion thereof without the prior written consent of Buyer.

    5. Buyer does not guarantee any minimum purchase quantity or exclusivity unless otherwise expressly agreed in writing.

    6. Supplier shall provide such ancillary services and documentation as are reasonably necessary for the proper use and enjoyment of the Goods.

    7. Any modification to the scope of supply must be mutually agreed upon in writing by the authorized representatives of both parties.

  3. Term and Termination

    1. This Agreement shall commence on the Effective Date and continue for a period of [Initial Term, e.g., two (2) years], unless earlier terminated in accordance with this Agreement.

    2. Either party may terminate this Agreement for convenience upon [Notice Period, e.g., ninety (90) days] prior written notice to the other party.

    3. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Cure Period, e.g., thirty (30) days] of receiving written notice.

    4. Buyer may terminate this Agreement immediately if Supplier becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

    5. Upon termination or expiration, Supplier shall promptly deliver all Goods in process and any remaining inventory as directed by Buyer, subject to Buyer’s payment of the applicable price.

    6. Termination shall not affect the rights or obligations accrued prior to termination, including any outstanding Orders, payments, or indemnities.

    7. The provisions of this Agreement which by their nature are intended to survive termination shall remain in effect.

  4. Ordering and Forecasting Procedures

    1. Buyer shall submit Orders for Goods to Supplier in writing by means acceptable to both parties.

    2. Supplier shall acknowledge receipt of each Order within [Acknowledgement Period, e.g., two (2) Business Days] of receipt, confirming quantities, prices, and delivery dates.

    3. Buyer may provide Supplier with a rolling forecast of anticipated volumes, which shall be for planning purposes only and not constitute a binding commitment.

    4. Supplier shall notify Buyer promptly of any anticipated inability to supply the Goods on the requested delivery dates or in the quantities specified.

    5. Changes to any Order, including cancellation or modification, must be agreed in writing by both parties.

    6. Supplier shall maintain sufficient inventory and resources to meet Buyer’s reasonable forecasted demand for the Goods.

    7. If Supplier fails to acknowledge or reject any Order within the Acknowledgement Period, the Order shall be deemed accepted upon the terms set forth therein.

  5. Delivery and Acceptance of Goods

    1. Supplier shall deliver the Goods to the delivery location(s) specified by Buyer in each Order.

    2. Delivery of the Goods shall be made in accordance with the agreed Incoterms [Insert Incoterms, e.g., DDP, FOB], unless otherwise specified in writing.

    3. Supplier shall ensure that each shipment is accompanied by appropriate shipping documents, including packing lists, certificates of origin, and other documents reasonably required by Buyer.

    4. Buyer shall have the right to inspect the Goods upon delivery and shall notify Supplier of any visible defects, non-conformities, or shortages within [Inspection Period, e.g., ten (10) Business Days] of receipt.

    5. Title and risk of loss in the Goods shall pass to Buyer upon delivery in accordance with the agreed Incoterms.

    6. Partial shipments shall not be permitted unless authorized in advance by Buyer in writing.

    7. Supplier shall bear all costs and expenses relating to the re-shipment or replacement of any Goods rejected by Buyer due to non-conformity or damage.