Agreement for the Supply of Goods and Services xxzxzxx

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Document Name

Page 0

Please give your document a title *

Page 1

Comment

The date for this section will be populated when the document is completed by all signatories in Docusign.

Page 2

Please insert the company name *

Page 3

Please insert the customer company number

Page 4

Please enter the company's registered address *

Page 5

Please insert the supplier company name *

Page 6

Please insert the supplier company number

Page 7

Please enter the supplier company's registered address *

Page 8

Comment

This section sets out what specific terms mean in this agreement. Where a term is capitalised throughout this agreement, it has the meaning given to it in this clause.

Page 9

Comment

This definition confirms the goods you will supply are as described in the schedule at the end of the agreement, but the precise detail of exactly what will be supplied will be in the associated Order Form.

Page 9a

Comment

The order form is generally the commercial document which is provided to the customer which specifies what they have purchased from you and the fees payable. You can change how this is described to reflect your internal processes.

Page 10

How do you describe the document you use whereby a customer places an order for goods? *

Order Form
Purchase Order
Proposal

Page 11

Comment

This clause sets out how long the agreement will last and how it can be terminated for convenience by either party.

Page 12

Pick a start date when you would like the agreement to begin. This might be the date the document is signed by both parties, or the parties can agree a specific date (which can be a date before or after the date of signature, provided both parties agree).

If you select Signatory Date, the transfer date will be dated on the date that the last signatory signs the agreement. *

Customised Date
Signatory Date

Select another date

Page 12a

Will the agreement have a fixed initial term? *

How long is the initial term?

1 month
2 months
1 year
3 years

Page 13

After the initial term will the contract renew for a further fixed period? *

Please select a renewal period:

1 month
3 months
12 months
1 year
3 years

Page 13a

How much notice will be given to end the contract (note, if there is an initial period, you should consider the duration of the initial period in deciding what the notice period will be, for example, if the initial period is 12 months, then a notice period of 3 months is sensible, but if the initial period is 1 month, then a notice period of 30 days is sensible). *

30 days
60 days
90 days

Please enter the customised notice period:

Page 14

Comment

This clause sets out how you will provide the goods to your customers, in general terms.

Page 15

Comment

This confirms you will act diligently and professionally when supplying goods to your customer.

Page 16

Comment

This clause confirms that you will try and meet any timings agreed with the customer, but you do not guarantee you will meet those timings. This clause is included as it is difficult to guarantee timings, particularly if you are reliant on third parties (such as delivery companies etc).

Page 16a

Do you want to include this clause? *

Page 17

Comment

Sometimes changes in the law affect how you can provide some goods / services to customers. This clause gives you flexibility to change how services are supplied, if this is necessary because of changes in the law. Changes to data protection law is a good example of this.

Page 18

Comment

This clause confirms that a relationship manager will be appointed for the customer.

Page 18

Do you appoint relationship managers for your customers? *

Page 19

Comment

This clause sets out the things the customer needs to do when working with you. This includes:
Providing you with the information you need to supply the goods;
Granting you access to their offices and staff (if necessary) so you can provide the goods (provided you comply with their health and safety and security policies);
(cont’d)

Page 20

Comment

Making sure they have all licences and consents needed (for example software licences) for you to supply the goods;
Complying with all relevant laws;
Making sure they look after your equipment if you leave it on their premises (for example, if your staff are working at your customer’s offices, and leave their laptops at the customer’s premises whilst they go for lunch).

Page 21

Will you need to have access to the customer’s premises to supply the goods? *

Page 22

Is it likely the customer will need to have any licences in place (for example, software licences) for you to supply the goods? *

Page 23

Comment

This is a very useful clause. It is unlikely you will ever need to enforce it against a customer, but if a customer is not cooperating with you (for example they are not providing you with information you need to provide the goods) then:

Page 24

Comment

– You will not be at fault if you cannot supply the goods because you have not been given the information you need;
– You will not be liable to the customer for any delay in supply; and
– You will not be responsible for any of the costs or losses the customer incurs as a result of the delay; and

Page 25

Comment

The customer has to reimburse you for any losses you suffer because of the customer’s failure (for example, if you have lined up a team of people to provide the goods to a customer, but they cannot work because the customer has not supplied you with the information you need, then if you cannot redeploy that team of people, you can charge the customer for their wasted time).

Page 26

Comment

It is a good clause to mention to a customer if you find they are not working with you as you need them to.

Page 26

Comment

This clause confirms that the goods will meet the description you provide (if any) in the order form. If the customer has asked you to create bespoke items for them, based on their specific requirements, you will have no liability to them if they provide you with incorrect information to produce the goods.

Page 27

Comment

This clause confirms that each delivery will be accompanied by a delivery note.

Page 28

Do you require this clause: *

Page 29

Comment

This clause requires the customer to allow you to collect the packaging in which the goods are delivered. This is important if your packaging has value and can be re-used.

Page 30

Do you want this clause? *

Page 31

Comment

This confirms that goods will either be delivered to the customer at the address contained in the order form, or it will be collected by the customer.

Page 32

Please select a delivery method: *

Deliver to the customer
Customer will collect
It could be either

Page 33

Comment

This clause confirms when delivery will occur (which is important for determining when the customer becomes responsible for the goods). You won’t be liable for delays in delivery if the customer gives you the wrong information (such as wrong delivery address) or something happens outside of your control (for example, a storm which blocks the transportation route).

Page 34

Comment

This clause explains what happens if the customer does not accept delivery / fails to collect the goods. In this case, you can store the goods until the customer rearranges delivery / collection. You have the right to be reimbursed for storage costs.

Page 35

Comment

You also have the right to sell or dispose of the goods if the customer does not rearrange delivery within a reasonable time, and to be reimbursed for any losses you incur as a result of the sale or disposal (for example, if the goods contain toxic elements, there may be a cost associated with disposal or sale).

Page 36

Comment

This clause allows there to be a tolerance in the number of goods delivered. This is useful where many items are being supplied.

Page 37

Do you want the tolerance clause? *

If yes, what tolerance do you want:

Page 38

This clause allows you to deliver the goods in instalments. Do you require this? *

Yes (keep)
No (delete)

Page 39

Comment

This clause sets out the minimum general legal standard for goods i.e. the goods are free from serious defects, will be of satisfactory quality and be fit for any purpose you’ve made known to the customer.

Page 40

Comment

This will be the position on delivery. You may also agree to give an extended period where the goods will meet these requirements (often referred to as the warranty period).

Page 41

Do you want a warranty period? *

If yes, how long is the warranty period:

90 days
6 months
12 months

Page 42

Comment

If you determine (acting reasonably) that the customer has done any of the following, the customer will negate their right to have the defective item repaired, replaced or refunded.

Page 43

Comment

– using the goods after telling you they are defective;

Comment

– the customer has not installed or used the goods correctly, leading to the goods becoming damaged;

Comment

– the customer has altered or repaired the goods, without your consent;

Comment

– the goods have changed to meet legal requirements.

Page 44

Comment

This clause sets out what the customer must do if they believe the goods do not meet the standards described above. This includes notifying you ASAP, giving you the chance to inspect the goods and returning them to you. Any returns are at the cost of the Customer.

Page 45

Comment

However, you can include optional wording which states if you find the goods are defective, then you will reimburse the customer’s cost of returning the goods to you.

Page 45

Do you want to state if the goods are discovered to be defective following return of them to you, at the customer’s cost, that you will reimburse the customer’s cost of return? *

Page 45

Comment

This clause is commonly known as a ROT (retention of title) clause. Essentially it says the customer will not own the goods until it has paid for them, but when the goods are in the customer’s possession (pending payment) the customer has to keep them safe and in good repair.

Page 46

Comment

This clause confirms that if the customer can still use and resell the goods as part of their business, but if the goods are sold, then the customer has to account to you for the proceeds of such sale.

Page 47

Comment

Until the customer has paid for the goods, the customer must return the goods to you on request and if it does not, you can enter the customer’s premises to recover the goods. It is important that you take professional legal advice before exercising your rights under this clause.

Page 48

Comment

The Order Form will set out how much the customer needs to pay for the goods, together with information on when they will be invoiced.

Page 49

Comment

This notifies the customer of your payment terms.

What are your payment terms: *

30 days (default)
7 days
14 days
60 days

Page 50

Comment

If a customer doesn’t pay you in time, you can either suspend supply or you can terminate the contract for material breach. It is a good idea to give the customer notice before you suspend supplying services to them.

Page 51

How much notice do you want to give the customer to pay you, before you can suspend supplying the services: *

10 Working Days
15 Working Days

Page 52

Comment

This clause reflects your statutory right to charge a customer interest on overdue invoices.

Page 53

Comment

This clause acknowledges that you or your licensor (for example, a supplier of third party software used in your goods) owns the intellectual property rights in the goods you supply to the customer.

Page 54

Comment

This clause is called a third party IP indemnity clause. Essentially it provides the customer with some protection if they use your goods and a third party claims that by using such goods, their intellectual property rights have been infringed (for example, the third party might claim you have copied the goods from them).

Page 55

Comment

Sophisticated customers will often look for a third party IP indemnity from companies supplying them with intellectual property. It means you would reimburse a customer for any loss they experienced, should a third party bring a claim against the customer in respect of your intellectual property and their use of it.

Page 56

Comment

The rationale being that they should be able to rely on the supplier providing legitimately owned intellectual property. You don’t have to include a third party IP indemnity in your contract, but if you include one you can ensure the scope of the indemnity is narrow (and subject to the caps on liability).

Page 57

Do you wish to include a third party IP infringement indemnity? *

Page 58

Comment

By law, any party who wants to rely on an indemnity must mitigate (reduce) their loss under any claim.

Page 59

Comment

This clause is a standard data protection clause. It is important to understand if you are a controller of your customer’s personal data or a processor. If you are not sure, the Information Commissioner’s website is a good place to find out the information you need to make the decision. If you are not a processor, most of this clause can be removed.

Page 60

Comment

If you are a processor of personal data on behalf of your customer, this clause sets out what you must do as the processor. The table in the Annex will also need to be populated with the relevant information. This is quite a specialist area, and if you are unsure, it is a good idea to take specialist advice.

Page 60

Are you a data processor? *

Page 61

Comment

If you wish to transfer personal data outside the UK and EEA, then there are certain restrictions you must comply with. Clause 8.4.2 below sets those out.

Page 62

Comment

If you use any subcontractors or third parties to provide services on your behalf to your customers, and such subcontractors / third parties will handle your customer’s personal data, then the law requires you to notify your customer about this and to have a contract in place with that subcontractor / third party setting out the appropriate data protection provisions (similar to the ones contained in this clause). You will always be responsible for the actions of that third party / subcontractor as you have the direct relationship with them (not the customer).

Page 63

Comment

This is a reciprocal confidentiality clause and protects any confidential information either party discloses to the other. This won’t cover any information which is becomes public knowledge (other than due to a breach of this clause); was already known to the other party; or which was given to the other party by someone else.

Page 64

Comment

This clause sets out how long the confidentiality clause will remain in place.

How long would you like the confidentiality obligations to last? It is usual for the obligations of confidentiality to run as long as the contract is in place and for a period thereafter. *

2 years after termination
5 years after termination
10 years after termination
Forever

Page 65

Do you want the ability to publicise your relationship with the customer? *

Will you obtain the customer’s consent first?

Page 66

Comment

The limitation of liability is very important, and is a key clause in protecting you against significant litigation claims. The law allows you to limit your liability to a reasonable level. You cannot exclude your liability for death or personal injury caused by your negligence, or for fraud.

Page 67

Comment

It is sensible to exclude liability for indirect and consequential losses; these are losses which are considered to be remote from, and not directly linked, to the cause of the claim.

It is also sensible to cap your liability, which the law allows you to do provided the cap is reasonable. This clause is drafted so the liability cap is mutual, which means both parties’ liability is capped. However, the customer’s responsibility to pay fees due to you is not part of the cap.

Page 68

Comment

This is the clause which limits your liability for the losses a customer can claim from you. A sensible starting point for a liability cap is the value of the contract over one year. If you insert a cap which is considered unreasonably low, then the law will determine it is not enforceable and the cap will be void.

Page 68a

Would you like the cap to be expressed as a number of months fees or a specific figure? *

(x) Months Fees
Specific Figure (£)

Page 69

What cap would you like? (number of months' fees) *

12 months fees
24 months fees

Please insert specific figure for the cap *

Page 70

Comment

This clause permits either party to end the contract because the other has committed a serious breach of its terms (and not resolved that breach within 30 days, if the breach can be resolved). It also allows a party to terminate if the other becomes insolvent or it reasonably believes the other is about to become insolvent or cease trading. If these terms are used for a one off purchase, the contract will come to an end once you have completed delivery / performance of the goods and services.

Page 71

Comment

When the contract ends you will stop providing goods to the customer and the customer has to pay all fees due to you.

Page 72

Comment

Certain clauses in contracts will continue to have effect, even after the contract has ended. These include clauses such as the confidentiality clause, the data protection clause and the liability clause.

Page 73

Comment

This clause is also referred to as a ‘Force Majeure’ clause. It means that if something happens to your business which is entirely outside of your control which prevents you fulfilling your contractual obligations, then you will have a grace period to resolve the issue and perform your contractual duties. For example, if your business was flooded and this prevented you from fulfilling certain orders, this clause means you would not be in breach of your contractual responsibilities.

Page 74

Comment

However, you are still required to tell the customers who have been impacted by this that the flood has occurred, how long you think it will take to clear up the flood damage / get alternative production premises in place and what you are doing to resolve the problem. This is referred to as your ‘duty to mitigate’.

Page 75

Comment

This clause explains what happens if one party wants to transfer the contract to another party (for example, if a company sells its assets to another company, it might need to transfer this contract to the buyer).

You have several options to choose from for this clause.

Page 76

Comment

Option A: Either party can transfer the contract to someone else, provided they get the other party’s consent (default).

Page 76a

Comment

Option B: Either party can transfer the contract to someone else by notifying the other in writing. Provided the other party does not object to the transfer within one week of receiving the other’s notice, the transfer can take effect.

Page 76b

Comment

Option C: You have the right to transfer the contract to another party but the customer does not.

Page 76c

What is your preference? *

Option A
Option B
Option C

Page 76

Comment

By law you need to ensure you comply with anti-bribery statutes and modern slavery laws. Sophisticated customers like to see contractual provisions confirming both parties will comply with these laws.

Page 78

Comment

If this contract was the subject of a dispute, and a court found that a provision in the contract was not legal, then this clause allows the offending provision to be removed from the contract, but all the other provisions in the contract would still remain in place.

Page 79

Comment

This is referred to as a waiver clause and can be very helpful. If you have a contract in place and the other party breaches its terms (for example they take 90 days to pay you instead of 30 days), but you decide not to take action against them for late payment, this does not mean the other party can continue to pay late. If they repeatedly paid you late, this clause says that you can take action against them, even if you allowed them to pay late previously.

Page 80

Comment

Unless someone is party to an agreement, they cannot enforce the terms of the contract. This clause makes this clear. Sometimes a third party is given rights under the contract (for example, if the contract can be transferred to another party, then the party to which the contract is transferred would have rights to enforce the terms of the contract). This position is reflected in this clause.

Page 81

Comment

This clause is very important and states that only the clauses which are contained in the contract, together with any documents which are specifically referenced in the contract, are legally binding on the parties. This means if commercial terms are agreed separately by email between the parties, those commercial terms won’t apply unless they are included in the contract or expressly referenced.

Page 82

Comment

Some clauses in a contract are intended to still apply after a contract has ended. This includes clauses such as the confidentiality clause. The purpose of this clause is to make clear that where it is intended that a particular clause will still apply after the contract has ended, that this will be the case.

Page 83

Comment

This clause states that no party can change the terms of the contract unless this is agreed in writing with the other party.

Page 84

Comment

This clause requires parties to try and resolve a contract dispute between themselves, or using mediation, before they start bringing claims against each other in the courts.

Page 85

Comment

The terms partnership and agency have very specific legal meanings, and certain laws apply to such relationships. This clause is included to be clear that no such relationship is being created by the contract.

Page 86

Comment

This clause informs parties how a formal notification (such as notice to terminate the contract) should be issued by one party to the other.

Page 87

Comment

This section refers to the types of personal data you might process, so might include someone’s name, address, email, phone number.

Please input the personal data the supplier may need here:

Page 88

Please input the categories of data subject here:

Page 89

Please input the description of goods to be supplied here:

Page 90

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Agreement for the Supply of Goods and Services xxzxzxx

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