Supplier Agreement (Australia)

A Supplier Agreement in Australia is a legally binding written instrument.

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.

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.

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.