Vendor Agreement / Supplier Terms (Australia)
This Vendor Agreement (the “Agreement”) is made on [Agreement Date] between:
[Buyer Name] (ABN [Buyer ABN]), of [Buyer Address], [Buyer Suburb], [Buyer State] [Buyer Postcode], contact: [Buyer Contact] (the “Buyer”); and
[Vendor Name] (ABN [Vendor ABN]), of [Vendor Address], [Vendor Suburb], [Vendor State] [Vendor Postcode], contact: [Vendor Contact] (the “Vendor”).
The Buyer and the Vendor are referred to collectively as the “Parties”.
BACKGROUND
A. The Buyer wishes to purchase products from the Vendor on an ongoing basis.
B. The Vendor agrees to supply those products on the terms and conditions set out in this Agreement.
C. The Parties intend this Agreement to comply with the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) and the common law of [Governing State].
AGREED TERMS:
1. PRODUCTS AND PURCHASE ORDERS
1.1 The Vendor agrees to supply the Buyer with the following products (the “Products”):
[Products Description]
1.2 The Vendor makes no representation that any particular product will remain available at any time, and may discontinue any product on reasonable written notice to the Buyer.
1.3 The Buyer may place orders for Products by [Order Method]. Each purchase order must specify the products ordered, quantities, and the requested delivery date. No order is binding on the Vendor until the Vendor accepts it in writing.
1.4 The minimum order value for each purchase order is $[Minimum Order Value] AUD (excluding GST). Orders below this threshold may be rejected by the Vendor or may incur a handling surcharge as notified by the Vendor.
1.5 Any terms on a Buyer’s purchase order that are inconsistent with or additional to this Agreement are expressly rejected and do not form part of the contract between the Parties. The terms of this Agreement prevail.
2. PRICING AND GST
2.1 The price payable for each order of Products will be [Pricing Arrangement].
2.2 All prices are [GST Treatment]. The Vendor will issue valid tax invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth), including the Vendor’s ABN and the GST amount payable.
2.3 If the Buyer is registered for GST, it may be entitled to claim an input tax credit for GST paid on purchases. The Buyer is responsible for confirming its own GST entitlements with the Australian Taxation Office.
2.4 The Vendor may adjust its pricing by providing written notice to the Buyer. Price adjustments will take effect for orders placed after the date specified in the notice, which must be not less than 30 days from the date of notice.
3. DELIVERY
3.1 Products will be [Delivery Terms]. The standard lead time for delivery is [Lead Time Days] business days from the Vendor’s acceptance of the purchase order, unless otherwise agreed in writing.
3.2 Delivery dates are estimates only and time is not of the essence for delivery, except where the Parties have expressly agreed in writing that a specific delivery date is critical.
3.3 Risk in the Products passes to the Buyer on delivery. Title in the Products passes to the Buyer on receipt of full payment for those Products.
3.4 The Buyer must inspect the Products on delivery and must notify the Vendor in writing within [Defect Return Period] days of delivery of any damage, shortage, or discrepancy. Failure to notify within this period does not limit any rights the Buyer may have under the Australian Consumer Law.
3.5 If the Vendor is unable to deliver Products within the agreed timeframe due to circumstances beyond its reasonable control, it must notify the Buyer promptly. The Buyer may cancel the relevant order (but not this Agreement) if delivery is delayed by more than 30 business days beyond the agreed date.
4. PAYMENT
4.1 The Buyer must pay each tax invoice within [Payment Terms Days] days of the date of the invoice by [Payment Method].
4.2 [Early Payment Discount]
4.3 If the Buyer fails to pay any amount by the due date, the Vendor may: (a) charge interest on the overdue amount at 10% per annum, calculated daily from the due date until payment is received in full; (b) suspend delivery of further orders until all overdue amounts are paid; and (c) exercise a lien over any Products in its possession that belong to the Buyer.
4.4 The Vendor reserves the right to require pre-payment or a bank guarantee for orders from the Buyer where the Buyer has a history of late payment or where the order value exceeds an amount agreed between the Parties.
5. RETURNS, DEFECTS, AND AUSTRALIAN CONSUMER LAW
5.1 Statutory Guarantees: Nothing in this Agreement excludes, restricts, or modifies any guarantee, warranty, or other right or remedy under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other legislation that cannot lawfully be excluded or limited. Under the ACL, the Products are supplied with statutory guarantees that they are of acceptable quality, match their description, are fit for any disclosed purpose, and comply with any express warranties given by the Vendor.
5.2 Defective Products: If a Product is defective, damaged, or does not comply with the description in the purchase order, the Buyer must notify the Vendor in writing within [Defect Return Period] days of delivery. The Vendor will, at its election, repair the Product, replace the Product, or provide a credit or refund to the Buyer.
5.3 Vendor Warranty: The Vendor warrants that all Products supplied under this Agreement are free from defects in materials and workmanship for a period of [Vendor Warranty Period] months from the date of delivery. This warranty is in addition to any rights the Buyer may have under the Australian Consumer Law.
5.4 The Vendor’s warranty in clause 5.3 does not apply to defects caused by misuse, mishandling, modification, or failure to follow the manufacturer’s instructions.
6. CONFIDENTIALITY
6.1 Each Party must keep confidential any information of the other Party that is identified as confidential or that a reasonable person would consider confidential, including pricing information, trade terms, customer data, and business processes.
6.2 This obligation does not apply to information that is publicly available, was already known to the recipient, or is required to be disclosed by law or legal process.
6.3 Each Party must handle personal information received from the other Party in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
7. TERM AND TERMINATION
7.1 This Agreement commences on [Commencement Date] and continues [Term Type], unless terminated earlier under this clause.
7.2 Either Party may terminate this Agreement for convenience by giving [Notice Period] days’ written notice to the other Party. Termination does not affect any outstanding purchase orders accepted prior to the notice date.
7.3 Either Party may terminate this Agreement immediately by written notice if the other Party: (a) commits a material breach and fails to remedy that breach within 14 days of a written notice requiring it to do so; (b) becomes insolvent, has an administrator, receiver, or liquidator appointed, or enters into voluntary administration.
7.4 On termination, all outstanding amounts due under this Agreement become immediately payable. Clauses 5 (Returns), 7 (Confidentiality), and 9 (General) survive termination.
8. GENERAL PROVISIONS
8.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the supply of the Products and supersedes all prior representations, proposals, and agreements.
8.2 Amendments: This Agreement may only be amended by a written instrument signed by both Parties.
8.3 Assignment: Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, not to be unreasonably withheld.
8.4 Dispute Resolution: In the event of a dispute, the Parties must attempt resolution by good-faith negotiation within 14 days. If unresolved, either Party may refer the dispute to mediation before commencing legal proceedings.
8.5 Severability: If any provision of this Agreement is invalid or unenforceable, it will be read down to the minimum extent necessary and the remaining provisions continue in full force.
8.6 Governing Law and Jurisdiction: 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] and the Federal Court of Australia.
8.7 Relationship: The Vendor is an independent supplier. Nothing in this Agreement creates a relationship of agency, partnership, joint venture, or employment between the Parties.
EXECUTED as an Agreement.
BUYER
Name: [Buyer Name]
ABN: [Buyer ABN]
Address: [Buyer Address], [Buyer Suburb], [Buyer State] [Buyer Postcode]
VENDOR
Name: [Vendor Name]
ABN: [Vendor ABN]
Address: [Vendor Address], [Vendor Suburb], [Vendor State] [Vendor Postcode]
Buyer
________________
Signature
Date: ________________
Vendor
________________
Signature
Date: ________________
What Is a Vendor Agreement / Supplier Terms (Australia)?
A Vendor Agreement / Supplier Terms 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).
Vendor agreements in Australia are subject to the Australian Consumer Law (ACL), which is Schedule 2 of the Competition and Consumer Act 2010 (Cth). The ACL implies mandatory statutory guarantees into every contract for the supply of goods to a consumer — including a guarantee of acceptable quality (s 54), fitness for disclosed purpose (s 55), correspondence with description (s 56), and compliance with express warranties (s 59). These guarantees cannot be excluded, restricted, or modified by contract. Where the buyer is a business (not a consumer), greater contractual freedom exists, but the ACL's unfair contract terms provisions apply to standard form contracts where the buyer is a small business (employing fewer than 100 persons or with annual turnover under $10 million).
GST is a critical consideration in every Australian vendor agreement. Under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), most supplies of goods by a GST-registered entity attract GST at 10%. The agreement must clearly state whether prices are inclusive or exclusive of GST, and must require the vendor to issue valid tax invoices with the vendor's ABN and the GST amount specified. Failure to address GST expressly in the agreement is a frequent source of commercial disputes.
Title and risk in goods are separate concepts that a vendor agreement must address. Risk (the risk of loss or damage to the goods) typically passes on delivery. Title (legal ownership) typically passes on payment in full — a retention of title arrangement that, under the Personal Property Securities Act 2009 (Cth) (PPSA), must be registered on the Personal Property Securities Register (PPSR) to be effective against third parties including the buyer's creditors or liquidator in the event of insolvency.
The Australian Competition and Consumer Commission (ACCC) enforces the ACL and the Competition and Consumer Act 2010 (Cth), including prohibitions on misleading and deceptive conduct (s 18 ACL), unconscionable conduct (ss 20-22 ACL), and anti-competitive conduct (Part IV CCA). Vendor agreements must not contain terms that require minimum resale prices (resale price maintenance is generally prohibited) or that create absolute territorial restrictions on the buyer's right to resell the goods.
When Do You Need a Vendor Agreement / Supplier Terms (Australia)?
A written Vendor Agreement is essential for any business that regularly purchases goods from a supplier or vendor, or that supplies goods to other businesses on an ongoing basis. Without a written agreement, the terms of supply are determined by purchase orders, emails, and the common law — a situation that frequently leads to disputes about price, delivery, returns, and liability.
Retailers and distributors that purchase inventory from domestic or overseas vendors should have a vendor agreement that defines the product range, wholesale pricing, minimum order quantities, lead times, delivery terms, and the vendor's obligations regarding product quality and ACL compliance. Retailers face significant exposure if they sell goods that do not comply with the ACL's acceptable quality guarantee — and their recourse against the vendor depends on having clear contractual protections in place.
Manufacturers, importers, and wholesalers that supply products to retail chains, e-commerce platforms, or corporate buyers should confirm they have signed vendor agreements that specify their liability, their warranty obligations, the pricing and GST treatment of each product, and the buyer's rights on return of defective goods. Without a written agreement, the buyer's purchase orders may incorporate unfavourable standard terms by reference, and the vendor may find itself bound by terms it never agreed to.
Businesses that supply goods under a private label or white-label arrangement — where the buyer rebrands the vendor's products for resale — need a vendor agreement that addresses intellectual property in packaging and labelling, the vendor's responsibility for product safety compliance, and the treatment of product recalls. Under the ACL, a business that engages in 'trade and commerce' may be liable for misleading representations about goods regardless of whether it is the manufacturer.
Online marketplaces and e-commerce platforms that onboard product vendors need standard vendor terms that govern listing quality, pricing, fulfilment obligations, returns, and the treatment of consumer complaints. The platform's vendor terms must be consistent with the ACL's consumer guarantee regime to confirm that buyers have access to the remedies to which they are legally entitled.
What to Include in Your Vendor Agreement / Supplier Terms (Australia)
A thorough Australian Vendor Agreement should include the following key provisions to achieve effective legal protection, commercial certainty, and ACL compliance.
Identification of Parties — Identify each party by its full legal name and ABN. For companies, include the ACN. The ABN is required for valid tax invoices under the GST Act, and confirming the other party's ABN at the outset reduces the risk of transacting with an unregistered entity.
Product Range and Pricing — Define the products covered by the agreement, either by description or by reference to a current catalogue or price list. Specify the pricing mechanism — whether prices are from a wholesale price list (updated with notice), fixed per order, or on a cost-plus basis. Include a mechanism for price adjustments, with an appropriate notice period to allow the buyer to plan purchasing. Clearly state whether prices are inclusive or exclusive of GST.
Purchase Order Process — Define how purchase orders must be placed (email, online portal, written form), what a purchase order must contain (products, quantities, delivery date), and when a purchase order becomes binding (on the vendor's written acceptance). Include a 'battle of the forms' provision stating that the vendor's terms prevail over any inconsistent terms on the buyer's purchase order.
Delivery Terms — Specify the delivery method (DDP, Ex Works, freight at cost), the standard lead time, the consequences of late delivery, the procedure for inspecting goods on receipt, and the time limit for reporting damage or discrepancy. Specify when risk and title pass.
Payment Terms and GST — State the payment terms (days from invoice, method of payment), any early payment discount, the procedure for disputed invoices, and the consequences of late payment (interest, suspension of supply, lien over goods). Include a clear GST clause requiring valid tax invoices and specifying the GST treatment of all supplies.
Returns, Defects, and ACL Compliance — Acknowledge the ACL's statutory guarantees and specify the procedure for returning defective goods (notification period, RMA process, remedies). Include a workmanship and materials warranty. Address change of mind returns separately — these are not required by the ACL for business-to-business transactions but may be commercially appropriate.
Title Retention and PPSA — Consider including a retention of title clause and, if included, register a purchase money security interest (PMSI) on the PPSR within 15 business days of the buyer obtaining possession of inventory to protect the vendor's priority in the event of the buyer's insolvency.
Term and Termination — Specify the duration of the agreement (ongoing or fixed term), the notice period for termination for convenience, the grounds for immediate termination on cause (material breach, insolvency), and the consequences of termination for outstanding orders.
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. The forms-legal.com Vendor Agreement / Supplier Terms (Australia) template covers the mandatory elements under Corporations Act 2001 (Cth).
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title = {Vendor Agreement / Supplier Terms (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/contracts/vendor-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
Under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), when a business supplies goods to a consumer, a thorough set of statutory guarantees is automatically implied into the contract and cannot be excluded. The key guarantees for goods include: (1) acceptable quality (s 54) — goods must be fit for their ordinary purpose, safe, durable, free from defects, and of acceptable appearance and finish; (2) fitness for a disclosed purpose (s 55) — goods must be fit for any specific purpose made known to the supplier; (3) match description (s 56) — goods must correspond with the description under which they were supplied; (4) match sample (s 57) — goods must match any sample or demonstration model; (5) express warranties (s 59) — the goods comply with any express warranties given by the supplier; and (6) right to undisturbed possession and good title (ss 51-53). A 'consumer' under the ACL includes a business purchasing goods valued at $100,000 or less, or goods ordinarily acquired for personal, domestic, or household use. If goods fail to comply with a statutory guarantee, the buyer is entitled to a remedy from the supplier: for a major failure, the buyer may reject the goods and obtain a refund or replacement, or keep the goods and seek compensation; for a non-major failure, the supplier must remedy the failure.
Goods and Services Tax (GST) at 10% applies to most taxable supplies of goods made by entities registered for GST in Australia under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). A vendor with an annual turnover exceeding $75,000 must register for GST and charge GST on taxable supplies. Under a vendor agreement, the key GST considerations are: (1) The agreement should clearly state whether quoted prices are inclusive or exclusive of GST. If prices are exclusive of GST, the buyer pays the quoted price plus 10% GST on each invoice. (2) The vendor must issue a valid tax invoice for each supply, which must include the vendor's ABN, the words 'tax invoice', the date, a description of the goods, the total price, and the GST amount (or a statement that the total includes GST). (3) The buyer, if registered for GST, can generally claim an input tax credit (ITC) equal to the GST paid on business purchases — effectively recovering the 10% GST. (4) Some goods are GST-free (for example, basic food, certain medical aids) or input-taxed. The vendor agreement should address any such categories if applicable. Disputes about whether GST is included in a quoted price are common — clear drafting eliminates ambiguity and avoids post-contract disputes about who bears the GST cost.
A retention of title (ROT) clause, also called a Romalpa clause, is a provision in a vendor agreement that preserves the vendor's legal ownership of goods until the buyer has paid for them in full, even though physical possession of the goods has passed to the buyer. In Australia, ROT clauses are regulated by the Personal Property Securities Act 2009 (Cth) (PPSA). A ROT clause is a 'security interest' for PPSA purposes — specifically a PPS lease or a purchase money security interest (PMSI) — and to be effective against third parties (such as a liquidator or a creditor of the buyer), it must be registered on the Personal Property Securities Register (PPSR). An unregistered ROT clause may be enforceable between the buyer and vendor but is ineffective against the buyer's administrator, liquidator, or secured creditors if the buyer becomes insolvent. Vendors who supply goods on credit and wish to protect themselves in the event of the buyer's insolvency must register their PMSI on the PPSR within 15 business days of the buyer obtaining possession of the goods (for inventory) to obtain 'super priority' over other creditors.
The Australian Consumer Law's unfair contract terms (UCT) provisions (Part 2-3) apply to 'standard form contracts' — that is, contracts prepared by one party without meaningful negotiation of the terms. Since November 2023, the UCT provisions apply to both consumer contracts and small business contracts. A 'small business' is a business that employs fewer than 100 persons or has an annual turnover of less than $10 million. A term of a standard form contract is unfair if: (1) it would cause a significant imbalance in the parties' rights and obligations; (2) it is not reasonably necessary to protect the legitimate interests of the party that would benefit from it; and (3) it would cause detriment (financial or otherwise) to the other party if relied upon. Common terms in vendor agreements that may be challenged under the UCT provisions include: unilateral rights to vary price without notice; broad exclusions of liability for defective goods; rights to cancel orders without compensation after the buyer has made commitments; excessive penalty clauses for late payment; and broad indemnities in favour of the vendor. Courts and the ACCC have the power to declare unfair terms void. From November 2023, the ACCC and state regulators can also seek civil penalties against businesses that include or rely on unfair terms in standard form small business contracts.
The terms are sometimes used interchangeably in Australian commercial practice, but they typically describe agreements with different commercial structures. A vendor agreement (or supplier terms) governs the supply of goods from a vendor to a business buyer — typically a retailer or corporate buyer — under which the buyer purchases the goods outright and resells or uses them. Title in the goods passes to the buyer on payment. A supply agreement is a broader term that may cover either a vendor/buyer relationship or an ongoing framework for the supply of goods and services, and is used in both B2B and B2C contexts. A distribution agreement, by contrast, appoints a distributor to sell the vendor's goods in a defined territory, typically on the vendor's behalf or as principal. A distributor may hold stock on consignment (where title does not pass until sale) or may buy goods outright for resale. Distribution agreements typically include exclusivity provisions, minimum purchase obligations, marketing support obligations, and territory restrictions. Competition law (the Competition and Consumer Act 2010 (Cth)) is particularly relevant to distribution agreements — resale price maintenance clauses (requiring a distributor to sell at a minimum price) and absolute territorial restrictions are generally prohibited under Part IV of the Competition and Consumer Act.
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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