Free Vendor and Supplier Agreement Template

SUPPLY AGREEMENT

This Supply Agreement ("Agreement") is made on [DATE] between [SUPPLIER NAME], [ADDRESS] ("Supplier"), and [BUYER NAME], [ADDRESS] ("Buyer").

1. PRODUCTS. Supplier will supply the products described in Schedule A ("Products") meeting the specifications in Schedule A.

2. ORDERS. Buyer will place purchase orders stating quantity, delivery date and location. Supplier will accept or reject each order within [2] business days; accepted orders are binding. This Agreement's terms override any conflicting terms in purchase orders or order confirmations.

3. FORECASTS AND MINIMUMS. Buyer will share non-binding [quarterly] forecasts. [Buyer will purchase at least [QUANTITY / $AMOUNT] per [year]. If Buyer purchases less, Buyer's only obligation is to pay [PERCENT]% of the shortfall margin, not the full shortfall price.] [Or: There is no minimum purchase commitment.]

4. PRICING. Prices are set out in Schedule A and are fixed for [12] months. After that, Supplier may increase prices once per year on [60] days' written notice, by no more than [the change in the Producer Price Index / [PERCENT]%], unless Buyer agrees otherwise. Buyer may end this Agreement without penalty within [30] days of receiving a larger increase.

5. PAYMENT. Supplier will invoice on shipment. Buyer will pay within [30] days of a correct invoice. Buyer may withhold disputed amounts in good faith while the parties resolve the dispute.

6. DELIVERY AND RISK. Delivery terms are [FOB destination / DESCRIBE]. Title and risk of loss pass to Buyer on delivery at Buyer's location. Supplier will notify Buyer promptly of any expected delay. If delivery is more than [NUMBER] days late, Buyer may cancel the affected order without liability.

7. INSPECTION AND REJECTION. Buyer may inspect Products within [10] business days of delivery and reject non-conforming Products. Supplier will, at Buyer's choice, replace or refund rejected Products and pay return shipping.

8. WARRANTY. Supplier warrants for [12] months after delivery that Products conform to specifications, are free from defects in materials and workmanship, comply with applicable law and are free of liens. Supplier will repair, replace or refund non-conforming Products.

9. RECALLS AND COMPLIANCE. Supplier will notify Buyer immediately of any safety issue or recall and bear the reasonable costs of recalls caused by Supplier's Products.

10. SUPPLY CONTINUITY. Supplier will give at least [6] months' notice before discontinuing any Product, and will allow a last-time buy.

11. INDEMNITY. Supplier will indemnify Buyer against third-party claims arising from defective Products, Supplier's negligence or infringement of intellectual property by the Products. Buyer will indemnify Supplier for claims arising from Buyer's specifications or misuse.

12. INSURANCE. Supplier will maintain product liability insurance of at least $[AMOUNT] per occurrence and provide certificates on request.

13. LIMITATION OF LIABILITY. Except for indemnities, confidentiality breaches and gross negligence or willful misconduct, neither party is liable for indirect or consequential damages, and each party's total liability is limited to the amounts paid or payable under this Agreement in the [12] months before the claim.

14. CONFIDENTIALITY. Each party will keep the other's non-public information, including pricing, confidential.

15. TERM AND TERMINATION. This Agreement starts on [DATE] for [1] year and renews for further one-year terms unless either party gives [60] days' notice before renewal. Either party may terminate for material breach not cured within [30] days of notice. Accepted orders will be fulfilled unless Buyer cancels them.

16. FORCE MAJEURE. Neither party is liable for delays caused by events beyond its reasonable control, if it gives prompt notice and uses reasonable efforts to resume performance. If a delay lasts over [30] days, the other party may cancel affected orders.

17. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

SUPPLIER: ____________________  Date: __________
BUYER: _______________________  Date: __________

SCHEDULE A: Products, specifications and pricing

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.