Supplier Agreement (Australia)
Australia — ACL Compliant
This Supplier Agreement ('Agreement') is entered into on [Agreement Date] between:
[Buyer Name] ([Buyer ABN/ACN]) of [Buyer Address] ('Buyer'); and
[Supplier Name] ([Supplier ABN/ACN]) of [Supplier Address] ('Supplier').
The Buyer and Supplier are each referred to as a 'Party' and collectively as the 'Parties'.
1. SUPPLY OF GOODS AND SERVICES
1.1 Subject to the terms of this Agreement, the Supplier agrees to supply the following to the Buyer: [Supply Description] (the 'Supply').
1.2 The type of supply is: [Supply Type].
1.3 The Supplier must supply the Supply in accordance with the specifications, quality standards, and delivery requirements set out in this Agreement and any applicable schedule or purchase order issued by the Buyer.
1.4 Delivery terms: [Delivery Terms].
2. TERM
2.1 This Agreement commences on [Start Date] and continues until [Agreement End Period], unless earlier terminated in accordance with this Agreement.
2.2 Either party may terminate this Agreement for convenience by giving [Notice Period] days' written notice to the other party.
2.3 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement that is not remedied within 14 days of written notice of the breach.
3. PRICE AND PAYMENT
3.1 Pricing and payment terms: [Pricing Terms]
3.2 The Supplier must issue a valid tax invoice (within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) for each Supply. The Buyer will pay each invoice within [Payment Days] days of receipt.
3.3 If the Buyer fails to pay by the due date, the Supplier may charge interest on the overdue amount at the rate of 2% above the Reserve Bank of Australia cash rate, calculated daily from the due date until payment is received.
3.4 All prices are exclusive of GST unless expressly stated otherwise. Where GST applies, the Supplier will add GST to the invoice price and provide a tax invoice compliant with the GST Act.
4. QUALITY AND WARRANTIES
4.1 The Supplier warrants that all goods supplied under this Agreement will:
- be of acceptable quality within the meaning of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth));
- conform to any applicable Australian Standards (AS or AS/NZS) and all applicable Commonwealth, state, and territory laws;
- be fit for any purpose notified by the Buyer to the Supplier before the date of this Agreement; and
- be free from defects in materials and workmanship for a period of 12 months from delivery.
4.2 The Supplier warrants that all services supplied under this Agreement will be performed with due care and skill, in a timely manner, and in accordance with the Australian Consumer Law.
5. LIABILITY AND INDEMNITY
5.1 The Supplier will indemnify the Buyer against all losses, damages, claims, and expenses arising from the Supplier's breach of this Agreement, including any product liability claims arising from defective goods.
5.2 Except as required by the Australian Consumer Law and any other non-excludable statutory obligations, neither party is liable to the other for any indirect, consequential, special, or punitive loss or damage.
5.3 Nothing in this Agreement limits any rights that either party may have under the Australian Consumer Law.
6. INSURANCE
6.1 The Supplier must maintain, at its own cost, during the term of this Agreement:
- public liability insurance of not less than AUD $10 million per occurrence;
- product liability insurance of not less than AUD $10 million per occurrence (if supplying goods); and
- professional indemnity insurance of not less than AUD $2 million per claim (if supplying services).
6.2 The Supplier must provide certificates of currency for all required insurances upon request by the Buyer.
7. LEGAL COMPLIANCE AND MODERN SLAVERY
7.1 The Supplier must comply with all applicable Commonwealth, state, and territory laws, including workplace health and safety laws, environmental laws, and the Fair Work Act 2009 (Cth).
7.2 The Supplier represents and warrants that it does not engage in any form of modern slavery (as defined in the Modern Slavery Act 2018 (Cth)) in its operations or supply chain, and will cooperate with the Buyer's modern slavery due diligence and reporting obligations.
8. CONFIDENTIALITY
8.1 Each party must keep confidential all information of the other party that is disclosed in connection with this Agreement ('Confidential Information') and must not disclose it to any third party without the other party's prior written consent, except as required by law.
8.2 This obligation survives termination of this Agreement for a period of three (3) years.
9. GENERAL PROVISIONS
9.1 Governing Law. This Agreement is governed by the laws of [Governing State], Australia. Each party submits to the non-exclusive jurisdiction of the courts of [Governing State].
9.2 Entire Agreement. This Agreement is the entire agreement between the Parties about the Supply and supersedes all prior representations and agreements.
9.3 Amendments. No amendment is binding unless in writing and signed by both Parties.
9.4 Severability. If any provision is invalid or unenforceable, the remaining provisions continue in full force.
EXECUTED as an agreement on [Agreement Date].
Buyer
________________
Signature
Date: ________________
Supplier
________________
Signature
Date: ________________
What Is a Supplier Agreement (Australia)?
A Supplier Agreement in Australia sets the terms on which goods are supplied or distributed, including pricing, territory, and ordering, between the parties under the Corporations Act 2001 (Cth).
Australian Supplier Agreements are governed by the common law of contract and must comply with the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (ACL) and the unfair contract terms (UCT) regime. From 9 November 2023, the expanded UCT regime applies to standard form contracts with both consumers and small businesses (defined as businesses with annual turnover under $10 million or fewer than 100 employees). Terms that are 'unfair' under the UCT regime are void.
For B2B supply contracts, the state and territory Sale of Goods Acts also imply important terms, including terms as to title, fitness for purpose, and merchantable quality. These implied terms can generally be excluded by express agreement in a commercial context (unlike consumer guarantees under the ACL, which cannot be excluded).
Modern Australian Supplier Agreements increasingly address regulatory compliance obligations such as: GST (Goods and Services Tax) and tax invoice requirements under the A New Tax System (Goods and Services Tax) Act 1999 (Cth); modern slavery due diligence under the Modern Slavery Act 2018 (Cth); workplace health and safety compliance under the Work Health and Safety Act 2011 (Cth) (or relevant state equivalent); and Australian product standards and safety regulations administered by the ACCC.
The Australia Supplier Agreement (Australia) template provides a thorough, balanced Supplier Agreement for use in Australian commercial transactions, covering all key commercial and legal requirements.
The legal framework governing the Supplier Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Supplier Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Supplier Agreement (Australia)?
A Supplier Agreement should be used whenever a business in Australia enters into an ongoing or significant supply relationship with a supplier of goods or services. Specific situations where a Supplier Agreement is recommended include:
Ongoing procurement relationships: Where a business regularly purchases goods or services from the same supplier, a master Supplier Agreement (supplemented by individual purchase orders) provides a consistent legal framework for all transactions and avoids the need to negotiate terms each time.
Custom goods or services: Where the supplier is producing goods or providing services specifically for the buyer (as opposed to standard off-the-shelf products), a detailed Supplier Agreement is essential to define specifications, quality standards, and what happens if deliverables do not meet requirements.
High-value or critical supply: Where the goods or services being supplied are critical to the buyer's operations — for example, key components, IT services, or professional services — a thorough Supplier Agreement protects both parties by clearly allocating risk and liability.
International supply: Where an Australian business is importing goods from an overseas supplier, the agreement should address applicable law, Incoterms, import duties, DAFF biosecurity requirements, and customs compliance.
Regulated industries: In regulated industries such as food and beverage, pharmaceuticals, and industrial products, Supplier Agreements should address compliance with the relevant Australian regulatory standards (e.g., the Food Standards Australia New Zealand (FSANZ) standards, the Therapeutic Goods Act 1989 (Cth), or the relevant Australian Standard for the product).
Modern slavery compliance: Larger buyers subject to the Modern Slavery Act 2018 (Cth) will typically require their suppliers to provide representations and warranties about supply chain practices and to cooperate with modern slavery due diligence processes.
Parties in Australia should prepare a Supplier Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Supplier Agreement (Australia)
A thorough Australian Supplier Agreement should include the following key elements.
Scope of supply: A clear description of the goods, services, or both being supplied, including specifications, quality standards, quantities, and delivery requirements. Where relevant, a Statement of Work (SOW) or product specification schedule should be attached.
Pricing and payment terms: The agreed price (exclusive or inclusive of GST), payment schedule, payment method, and consequences of late payment. Under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), GST-registered suppliers must issue tax invoices for supplies over $82.50 (including GST).
Delivery, risk, and title: When and where the goods are to be delivered, when risk of loss passes from Supplier to Buyer, and when title (ownership) passes. Under the state Sale of Goods Acts, title and risk generally pass on delivery unless agreed otherwise.
Quality and compliance: The Supplier's obligations regarding quality standards, compliance with Australian standards (e.g., AS/NZS standards), and compliance with applicable laws (including the ACL, WHS laws, and environmental regulations).
Warranties and indemnities: The Supplier's warranties regarding the goods or services (title, quality, fitness for purpose, absence of defects) and indemnities for third-party claims arising from defective goods or breach of the agreement.
Insurance: Requirements for the Supplier to maintain adequate insurance (public liability, product liability, professional indemnity), with the Buyer typically nominated as an interested party.
Modern slavery: Representations and warranties from the Supplier regarding the absence of modern slavery practices in its operations and supply chain, and cooperation with the Buyer's Modern Slavery Act reporting requirements.
Termination: Rights to terminate the agreement for breach, insolvency, convenience, or change of control, and the consequences of termination.
Additional compliance elements for a Supplier Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Forms Legal. (2026). Supplier Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/contracts/supplier-agreement-australia
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year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/contracts/supplier-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
Supplier agreements in Australia are governed primarily by the common law of contract (offer, acceptance, consideration, certainty, and intention to create legal relations), supplemented by the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law (ACL) (Schedule 2). The ACL contains the unfair contract terms (UCT) regime, which from 9 November 2023 applies to standard form contracts with small businesses (annual turnover under $10 million or fewer than 100 employees) as well as consumers. The Sale of Goods Acts in each state and territory also imply terms into contracts for the sale of goods, including implied terms as to title, fitness for purpose, and merchantable quality. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Yes. Even without an express written agreement, Australian law implies certain terms into supply contracts. Under the ACL, where a person acquires goods or services as a 'consumer' (price under $100,000 or goods/services ordinarily acquired for personal use), statutory consumer guarantees apply, including that goods are of acceptable quality, fit for a disclosed purpose, and match their description. The state Sale of Goods Acts imply similar terms for commercial supply of goods. A well-drafted Supplier Agreement should expressly address these implied terms and, where permitted by law, limit liability for breach of non-mandatory implied terms. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
A thorough Australian Supplier Agreement should cover: the scope of goods or services to be supplied; pricing and payment terms (including GST treatment under the A New Tax System (Goods and Services Tax) Act 1999 (Cth)); delivery terms, risk, and title transfer; quality standards and compliance with applicable Australian standards (e.g., Australian Standards issued by Standards Australia); warranties and representations; liability allocation and indemnities; insurance requirements; confidentiality; intellectual property ownership; modern slavery compliance (where applicable, under the Modern Slavery Act 2018 (Cth)); dispute resolution; and termination rights. GST-registered businesses should ensure their invoicing complies with Australian tax invoice requirements. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
The Modern Slavery Act 2018 (Cth) requires certain large Australian entities (annual consolidated revenue over $100 million) to report on the risks of modern slavery in their operations and supply chains, and the actions they have taken to address those risks. While smaller businesses are not directly required to report, they may be required by their large-business customers to provide information about their supply chains and to comply with supplier codes of conduct relating to modern slavery. A Supplier Agreement for a larger organisation should include representations and warranties from the supplier about compliance with the Modern Slavery Act and related standards. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Yes, subject to important limitations. For B2B supply contracts where the buyer is not a 'consumer' under the ACL, the parties can agree to limit or exclude liability for breach of implied terms (such as the implied warranties of merchantable quality and fitness for purpose) to the extent the limitation is not rendered void by the UCT regime. Limitations on liability must be drafted carefully — courts will scrutinise ambiguous limitations and interpret them against the party relying on them. Liability for death or personal injury caused by negligence, and liability for fraud or wilful misconduct, cannot be effectively excluded under Australian law. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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