Company Name 
and
Customer's business name

Supply of goods agreement
This agreement is dated 
It is made between us,
a.	Company name (a company incorporated and registered in England and Wales with company number (add if applicable )whose registered office is at address (called ‘the Supplier’ in this agreement).
b.	Customer's business name (a company incorporated and registered in England and Wales with company number company Number whose registered office is at Address (called ‘the Customer’ in this agreement).
Within this agreement, we agree that:
a.	The Supplier carries on the business of manufacturing and selling the Products (which are defined more fully at Annex 2).
b.	The Customer wishes to buy, and the Supplier wishes to supply, the Products on the terms and conditions set out in this agreement.

Agreed Terms
The terms agreed here (including the attached Additional Terms and Conditions at Annex 1 and all other attached annexes), set out the basis on which these agreed terms will operate.
1.	Definitions and interpretations
If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out in these Additional Terms and Conditions at Annex 1.

2.	Supply of the products
During the Term, the Supplier shall supply, and the Customer shall purchase all of the Customer’s requirements for he Products.

3.	Orders, quality and delivery
3.1.	Each Order will become contractually binding on both parties when it is accepted by the Supplier, who will supply Products in accordance with such Orders and the terms of this Clause 3.
3.2.	The Supplier will assign an Order Number to each Order received from the Customer and notify such Order Numbers to the Customer. To avoid any confusion, each party agrees to use the relevant Order Number in all subsequent correspondence relating to the Order.
3.3.	The Products supplied to the Customer by the Supplier under this agreement shall:
a.	conform to the Specification
b.	be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer
c.	be free from defects in design, material and workmanship and remain so for 12 months after Delivery, and
d.	comply with all applicable statutory and regulatory requirements.
3.4.	The Supplier shall deliver the Products specified in each Order to the Customer’s premises by the Delivery Date.
3.5.	The Supplier’s delivery of an Order shall be treated as completed on its delivery by the Supplier to a carrier for the Customer the completion of unloading of the Order at the Customer’s premises its arrival at the Customer’s premises .
3.6.	Each delivery of Products shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order and the type and quantity of Products included in the Order, including (where relevant) the code numbers of the Products.

4.	Product prices
4.1.	The Product Prices for the period from the Commencement Date shall be as set out in the Supplier’s published price list/as set out in Annex 2.
4.2.	The Product Prices are exclusive of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products.
4.3.	The Product Prices are exclusive inclusive of the costs of packaging, insurance and carriage of the Products, which shall be paid by the Customer.
1.1.	

5.	Term
This agreement shall commence on the Commencement Date and, subject to clause 11 (Termination) of the Additional Terms and Conditions at Annex 1, shall continue for a period of X years.
This agreement shall commence on the Commencement Date and, subject to clause 11 (Termination) of the Additional Terms and Conditions at Annex 1, shall be for an initial term of X years and be automatically extended for further periods of X years unless terminated by not less than X months’ written notice, and that notice will expire at the end of the initial term or any subsequent period for which the agreement is extended.
This agreement shall commence on the Commencement Date and, subject to clause 11 (Termination) of the Additional Terms and Conditions at Annex 1, shall continue until terminated by either party by not less than X months’ written notice.

6.	Additional terms and conditions
The Additional Terms and Conditions set out at Annex 1 form an important and integral part of this agreement, as do all the other Annexes.

7.	Signatures

Author Signature	Date signed:

This agreement is agreed and signed by these authorised representatives of the Supplier and the Distributor: Signed by

Recipient Signature	Date signed:

as the Supplier Signed by

as the Customer

Annex 1 The Products and Prices

1.	Interpretation and definitions
1.1.	The following definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: DATE.
Delivery: completion of delivery of Products specified in an Order in accordance with clause 3.5 of the main agreement.
Delivery Date: the date for delivery of Products specified in an Order.
Order: an order for Products submitted by the Customer.
Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 3.2 of the main agreement.
Products: the products set out in Annex 2 and, where the context requires, the Products ordered by and supplied to the Customer.
Product Prices: the prices of the Products as determined in accordance with clause 4.1 of the main agreement and Product Price means the price of an individual Product as determined in accordance with that clause.
Specification: the specification of the Products as published by the Supplier or agreed in writing with the Customer.
Term: the term of the agreement, as determined in accordance with clause 5.
VAT: value added tax chargeable in the UK.
1.2.	Clause, Annex and paragraph headings shall not affect the interpretation of this agreement.
1.3.	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4.	The Annexes form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Annexes.
1.5.	A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6.	A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
1.7.	Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.1.	
1.8.	A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.9.	A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10.	A reference to writing or written includes email.
1.11.	Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.	Acceptance and defective products
2.1.	The Customer shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following Delivery, or, in the case of a hidden or non-obvious defect in the Products, until a reasonable time after that latent defect has become apparent.
2.2.	If any Products delivered to the Customer do not comply with clause 3.3 of the main agreement, or are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products and:
a.	require the Supplier to replace the rejected Products at the Supplier’s risk and expense within 5 Business Days of being requested to do so; or
b.	require the Supplier to credit the price of the rejected Products in full; and
c.	claim damages for any other costs, expenses or losses resulting from the Supplier's delivery of Products that do not conform with the terms of this agreement.
2.3.	The Customer's rights and remedies under this clause 2 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
2.4.	The terms of this agreement shall apply to any replacement Products supplied by the Supplier.

3.	Title and risk
3.1.	The risk in Products delivered to the Customer shall pass to the Customer on Delivery.
3.2.	Title to Products delivered to the Customer shall pass to the Customer on Delivery.

4.	Terms of payment
4.1.	The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
4.2.	The Customer shall pay invoices in full by the end of the month following the month in which they were received within 30 days of receipt . Payment shall be made to the bank account nominated in writing by the Supplier.
4.3.	If either party fails to make a payment under this agreement when due, then (without prejudice to any other right under this agreement) the defaulting party shall pay interest on the overdue sum. Interest will accrue at the Bank of England base rate for the time being plus 4% from the due date to the date of payment. The defaulting party shall pay the interest together with the overdue amount.
4.4.	In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the date the dispute is resolved, until payment.

5.	Indemnity
5.1.	The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
a.	any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the Products; and
b.	any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
5.2.	Nothing in this clause shall restrict or limit the Customer's general obligation at law to mitigate a loss that it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.

6.	Termination
Either party may terminate this agreement by giving notice to the other party if the other party:
a.	commits a material breach of this agreement and, if the breach is capable of being remedied, fails to remedy it within 30 days after receipt of a written notice specifying the breach and requiring it to be remedied;
b.	fails to pay any sum payable by it under this agreement within 7 days of the due date for payment;
c.	is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or otherwise becomes insolvent or suspends making payments to all or any class of its creditors or announces an intention to do so;
d.	any distress, diligence, execution, attachment or other legal process affects the whole or a material part of its assets and is not discharged within 14 Business Days;
a.	
e.	a receiver or similar officer is appointed over the whole or any part of its assets or it requests any person to appoint such a receiver or similar officer or any other steps are taken to enforce any security over any of its property;
f.	any order is made, or resolution is passed, or a petition is presented, or application is made, or notice filed, or other steps are taken in any jurisdiction for:
i.	the winding up, dissolution or liquidation of it (other than a winding up petition that is vexatious or frivolous and is discharged within 10 Business Days of issue); or
ii.	the making of an administration order against it or there is given to any person a notice (whether formal or informal) of an intention to appoint an administrator or any such appointment is made in relation to it;
g.	any proposal is made for a voluntary arrangement or composition with its creditors;
h.	any event analogous to any of the above takes place under another jurisdiction;
i.	the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
j.	there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010);
k.	(being an individual) is the subject of a bankruptcy petition, application or order or dies or due to incapacity becomes unable to perform his obligations under this agreement.

7.	Limitation of liability
7.1.	Subject to clause 7.2:
a.	the Supplier shall not be liable to the Customer (whether in contract, tort, breach of statutory duty or otherwise) for:
i.	any loss of profit;
ii.	any loss of revenue, anticipated savings or goodwill; or
iii.	any indirect or consequential loss;
b.	the total liability of the Supplier for damage to property caused by the negligence of the Supplier in relation to this agreement shall be limited to £INSURED AMOUNT for any one claim or series of connected claims;
c.	the total liability of the Supplier in respect of all other loss or damage under or in relation to this agreement (whether in contract, tort, breach of statutory duty or otherwise) shall be limited to £AMOUNT.
7.2.	Nothing in this agreement shall operate to exclude or limit the liability of the Supplier for death or injury caused by its negligence or for fraud.

8.	Events beyond a party’s control (‘Force majeure’)
Neither party The Supplier will not be in breach of this agreement nor liable for delay in performing, or failure to perform, any obligation under this agreement if such delay or failure results from a cause beyond its reasonable control. If the period of delay or non-performance continues for NUMBER weeks months , the party not affected may terminate this agreement by giving NUMBER days' written notice to the affected party.

9.	Anti-bribery
9.1.	The Supplier shall:
a.	comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
b.	maintain during the period of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with this clause 9, and will enforce them where appropriate;
c.	promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier connected with the performance of this agreement;
d.	the Supplier shall provide such evidence of compliance as the Customer may reasonably request.
9.2.	The Supplier shall ensure that anyone involved with it in performing services or providing goods in relation to this agreement is subject to a written agreement that imposes on them substantially the same terms as those imposed on the Supplier in this clause 13. The Supplier shall be responsible for the compliance by such persons with such terms, and shall be directly liable to the Customer for any breach by such persons of any of them.

10.	Confidentiality
10.1.	Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 10.2.
10.2.	Each party may disclose the other party's confidential information:
a.	to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or connected with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10; and
b.	as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.	No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or connected with this agreement.
1.1.	
11.	Notices
11.1.	Any notice given to a party under or connected with this agreement shall be in writing and shall be:
a.	delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
b.	sent by email to the address in set out below (or such other address as notified in writing by that party to the other):
i.	EMAIL ADDRESSES.
11.2.	Any notice shall be deemed to have been received:
a.	if delivered by hand at the time the notice is left at the proper address;
b.	if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
c.	if sent by email, at 9.00 am on the next Business Day after transmission.
11.3.	This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.4.	A notice given under this agreement is not valid if sent by email.

12.	Assignment and Sub-Contracting
Neither party The Supplier shall not without the prior written consent of the other Customer :
a.	assign, charge or deal in any other manner with; or
b.	sub-contract any, or all, of its rights or obligation under this agreement.

13.	Entire agreement
13.1.	This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between them, whether written or oral, relating to its subject matter.
13.2.	Each party agrees that it shall have no remedies in respect of any statement, representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14.	Severance
If any part of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant part shall be deemed deleted. Any modification to or deletion of such part under this clause shall not affect the validity and enforceability of the rest of this agreement.

15.	Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
a.	waive that or any other right or remedy.
b.	prevent or restrict the further exercise of that or any other right or remedy.

16.	Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties.

17.	Third-party rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.	Announcements
Save as required by law, neither party shall make or permit any public announcement relating to this agreement or its terms without the prior written consent of the other party (which will not be unreasonably withheld or delayed).

19.	Law and jurisdiction
19.1.	This agreement is governed by the laws of England and Wales.
19.2.	If a dispute or claim arises out of, or connected with, this agreement, the parties will use their reasonable endeavours to resolve it within 7 days. If it is not resolved within 7 days, it will be referred to the managing directors (or persons of their equivalent title) of each party, who will use their reasonable endeavours to resolve it within a further 7 days.
19.3.	The parties agree to submit to the jurisdiction of the courts of England and Wales in relation to any dispute or claim arising out of or connected with this agreement.

Annex 2 The Products and Prices
insert your list of products – be as specific as you reasonably can.