Supply Agreement (UK)
This Supply Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
[Supplier Name], [Who Supplier], with its registered or principal address at [Supplier Address], [Supplier City], [Supplier County], [Supplier Postcode], England and Wales (hereinafter referred to as the “Supplier”); and
[Buyer Name], [Who Buyer], with its registered or principal address at [Buyer Address], [Buyer City], [Buyer County], [Buyer Postcode], England and Wales (hereinafter referred to as the “Buyer”).
The Supplier and the Buyer are referred to collectively as the “Parties” and individually as a “Party”.
BACKGROUND
WHEREAS, the Supplier is in the business of supplying goods and wishes to supply goods to the Buyer on the terms set out in this Agreement; and
WHEREAS, the Buyer wishes to purchase goods from the Supplier on the terms set out in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. SUPPLY OF GOODS
1.1 Subject to the terms of this Agreement, the Supplier agrees to supply to the Buyer the following goods (the “Goods”): [Goods Description].
1.2 The Goods shall conform to any specifications, samples, or descriptions agreed in writing by the Parties. The Supplier warrants that the Goods shall be of satisfactory quality and fit for any purpose made known to the Supplier, in accordance with the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
1.3 The Supplier shall supply the Goods in accordance with any Order placed by the Buyer. Each Order accepted by the Supplier shall form a separate contract on the terms of this Agreement.
2. PRICE AND PAYMENT
2.1 The price and payment terms for the Goods shall be as follows: [Pricing Terms].
2.2 All prices are stated exclusive of value added tax (VAT), which shall be charged by the Supplier at the applicable rate and payable by the Buyer in addition to the price.
2.3 If the Buyer fails to pay any sum due under this Agreement by the due date, the Supplier shall be entitled to charge interest on the overdue sum at the statutory rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until the date of actual payment, whether before or after judgment.
2.4 The Supplier shall also be entitled to recover reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
3. DELIVERY
3.1 The Supplier shall deliver the Goods in accordance with the following delivery terms: [Delivery Terms].
3.2 Risk in the Goods shall pass to the Buyer upon delivery. Title to the Goods shall pass to the Buyer on receipt of payment in full.
3.3 Until title in the Goods passes to the Buyer, the Buyer shall hold the Goods as bailee for the Supplier, keep the Goods separate and clearly identified as the Supplier’s property, and not damage, destroy, or encumber the Goods.
3.4 Time of delivery shall not be of the essence unless expressly stated in writing by the Parties. The Supplier shall use reasonable endeavours to deliver the Goods within the agreed timeframe.
4. TERM AND TERMINATION
4.1 This Agreement shall commence on the Effective Date and shall continue for [Agreement Term], unless terminated earlier in accordance with this clause.
4.2 Either Party may terminate this Agreement on not less than 30 days’ written notice to the other Party.
4.3 Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach of this Agreement and (where such breach is capable of remedy) fails to remedy it within 14 days of receiving written notice to do so.
4.4 Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, enters administration, has a receiver appointed, or passes a resolution for winding up.
4.5 Termination of this Agreement shall not affect any Orders placed prior to the date of termination, which shall continue to be fulfilled on the terms of this Agreement.
5. WARRANTIES AND QUALITY
5.1 The Supplier warrants that the Goods shall: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; (b) be fit for any purpose made known to the Supplier by the Buyer at the time of Order; (c) conform in all material respects to any agreed specification or sample; and (d) comply with all applicable UK laws and regulations.
5.2 The Supplier provides an express warranty on the Goods for a period of [Warranty Period] from the date of delivery. During this period, the Supplier shall, at its own cost, repair or replace any Goods found to be defective due to faulty materials or workmanship.
5.3 The Buyer shall inspect the Goods on delivery and shall notify the Supplier in writing of any visible defect within 5 business days of delivery, and of any latent defect within 5 business days of discovery. Failure to give timely notice shall not affect the Buyer’s statutory rights.
6. LIABILITY
6.1 Nothing in this Agreement shall limit or exclude either Party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded under applicable law.
6.2 Subject to clause 8.1, neither Party shall be liable to the other for any indirect, consequential, or special loss, including loss of profit, loss of revenue, loss of business, or loss of anticipated savings, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.
7. CONFIDENTIALITY
7.1 Each Party shall treat as confidential all information received from the other Party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing Party, except as required by law or regulation.
7.2 The confidentiality obligations in this clause shall survive termination of this Agreement for a period of 3 years.
8. FORCE MAJEURE
8.1 Neither Party shall be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from circumstances beyond its reasonable control (a “Force Majeure Event”), including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, civil unrest, war, or governmental action.
8.2 A Party affected by a Force Majeure Event shall notify the other Party as soon as reasonably practicable and shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event. If the Force Majeure Event continues for more than 60 days, either Party may terminate this Agreement on written notice.
9. DATA PROTECTION
9.1 Each Party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in relation to any personal data processed in connection with this Agreement.
10. GENERAL
10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings between the Parties relating to the same.
10.2 Amendments. No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties.
10.3 Waiver. A failure by either Party to exercise, or any delay in exercising, any right or remedy under this Agreement shall not be deemed a waiver of that right or remedy.
10.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.5 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.
10.6 Third Party Rights. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
10.7 Notices. Any notice under this Agreement shall be in writing and delivered by hand, first-class post, or email to the address of the relevant Party set out in this Agreement.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
11.2 Each Party irrevocably agrees that the courts of [Jurisdiction] shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
IN WITNESS WHEREOF, the Parties have executed this Supply Agreement as of the Effective Date first written above.
THE SUPPLIER
Name: [Supplier Name]
Address: [Supplier Address], [Supplier City], [Supplier County], [Supplier Postcode]
THE BUYER
Name: [Buyer Name]
Address: [Buyer Address], [Buyer City], [Buyer County], [Buyer Postcode]
Supplier
________________
Signature
Date: ________________
Buyer
________________
Signature
Date: ________________
What Is a Supply Agreement (UK)?
A Supply Agreement in the United Kingdom sets the services to be provided, the fees, the timetable, and each side's responsibilities for the engagement, as regulated by the Sale of Goods Act 1979.
In England and Wales, supply agreements are primarily governed by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982. These statutes imply key terms into every sale of goods contract — most importantly, that goods must be of satisfactory quality, fit for purpose, and conform to their description. A well-drafted supply agreement builds on these statutory implied terms, adding bespoke provisions that reflect the commercial reality of the relationship between the specific Supplier and Buyer.
A supply agreement is distinct from a service agreement (which governs the provision of services rather than goods) and from a framework agreement or master services agreement (which may cover a broader commercial relationship encompassing both goods and services). In practice, many commercial relationships involve a combination of goods and services — for example, where a Supplier delivers goods and also provides installation, maintenance, or training services. In such cases, both the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 are relevant.
The Late Payment of Commercial Debts (Interest) Act 1998 is particularly important in the context of supply agreements: it automatically entitles suppliers to statutory interest of 8% above the Bank of England base rate on overdue business-to-business invoices, together with fixed debt recovery costs. This Act cannot be excluded by contract unless the contract provides an equivalent or better remedy for the Supplier.
Our UK Supply Agreement template is drafted in accordance with English law, incorporates the key provisions required for B2B commercial supply arrangements in England and Wales, and is suitable for use across a wide range of industries, including manufacturing, wholesale, distribution, retail, and technology.
The legal framework governing the Supply Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Supply Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Supply Agreement (UK)?
A Supply Agreement is appropriate whenever two businesses wish to establish an ongoing or framework relationship for the supply of goods in England and Wales, rather than relying on individual purchase orders or informal arrangements.
Common situations where a UK Supply Agreement is required include: manufacturers supplying components or raw materials to other manufacturers; wholesalers supplying stock to retailers; distributors supplying products to resellers or end users; technology companies supplying hardware or physical products; and food and beverage suppliers supplying to hospitality businesses, supermarkets, or food service operators.
A Supply Agreement is particularly important where the commercial relationship involves significant volume, high value goods, bespoke or custom-made products, or complex delivery and logistics arrangements. In these situations, the risk to both parties of a dispute or misunderstanding is substantial, and a clear written agreement that addresses price, payment, delivery, quality, warranties, and remedies for breach is essential.
A Supply Agreement is also advisable where the parties wish to include provisions that go beyond the statutory implied terms — such as retention of title clauses (to protect the Supplier if the Buyer becomes insolvent before payment), exclusivity arrangements (to give the Buyer comfort that the Supplier will not supply competitors, or to give the Supplier a guaranteed revenue stream), minimum order commitments, or specific quality standards and testing requirements.
For businesses operating cross-border supply chains involving UK entities, a UK-governed Supply Agreement provides certainty that disputes will be resolved by the courts of England and Wales applying English law, which is widely regarded as one of the most commercially sophisticated and predictable legal systems in the world.
Parties in United Kingdom should prepare a Supply Agreement (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Supply Agreement (UK)
A well-drafted Supply Agreement for use in England and Wales should contain a number of key provisions that together create a thorough and enforceable commercial arrangement.
The description of goods clause is foundational: it must clearly identify the goods to be supplied, whether by reference to specifications, product codes, samples, or a schedule. Ambiguity in the description of goods is a common source of commercial disputes and can affect the enforceability of quality obligations.
The price and payment terms clause must specify the price per unit or the pricing formula, any volume discounts, the payment period, the currency (GBP for UK domestic supply), and the consequences of late payment. Including a reference to the Late Payment of Commercial Debts (Interest) Act 1998 puts the Buyer on notice of the statutory interest consequences of late payment.
The delivery clause sets out where, when, and how the goods will be delivered, who bears the cost of delivery, and at what point risk passes from Supplier to Buyer. Under the Sale of Goods Act 1979, risk generally passes on delivery unless the parties agree otherwise. The retention of title clause — providing that ownership of the goods does not pass until payment in full — is a critical protection for the Supplier and should be explicitly stated.
The warranties and quality clause supplements the statutory implied terms with any additional express warranties given by the Supplier, the procedure for rejecting defective goods, and the Supplier’s obligation to repair or replace. Including a clear inspection and notification procedure is important: under the Sale of Goods Act 1979, a Buyer who fails to reject non-conforming goods within a reasonable time may lose the right to reject and be limited to a damages claim.
The limitation of liability clause caps the maximum financial exposure of each party. Under the Unfair Contract Terms Act 1977, such caps must be reasonable to be enforceable in B2B contracts. Liability for death or personal injury caused by negligence can never be capped.
The force majeure clause, the governing law and jurisdiction clause specifying England and Wales, the exclusion of third-party rights under the Contracts (Rights of Third Parties) Act 1999, and the entire agreement clause are all standard provisions in English commercial contracts that should be included in any properly drafted Supply Agreement.
Additional compliance elements for a Supply Agreement (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Supply Agreement (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/contracts/supply-agreement-uk
"Supply Agreement (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/supply-agreement-uk.
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note = {Free legal document template. Based on Companies Act 2006}
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Frequently Asked Questions
Supply agreements for goods in England and Wales are governed primarily by the Sale of Goods Act 1979, which implies key terms into every sale of goods contract, including that goods must be of satisfactory quality, fit for purpose, and match their description. The Supply of Goods and Services Act 1982 supplements this for mixed contracts involving both goods and services. The Consumer Rights Act 2015 applies where the Buyer is a consumer (a private individual) rather than a business, providing stronger protections that cannot be contracted out of. Late payment obligations are governed by the Late Payment of Commercial Debts (Interest) Act 1998, which entitles creditors to statutory interest of 8% above the Bank of England base rate on overdue business-to-business invoices, together with fixed debt recovery costs.
A retention of title clause — also known as a Romalpa clause following the landmark case Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] — provides that ownership of goods does not pass from the Supplier to the Buyer until payment in full has been received. This is a powerful protection for Suppliers because it means that if the Buyer becomes insolvent before paying, the Supplier can recover its goods rather than having to stand as an unsecured creditor in the insolvency. For a retention of title clause to be effective, it must be clearly incorporated into the contract, the goods must remain identifiable as the Supplier’s property, and the goods must not have been mixed or transformed into other products. This Supply Agreement template includes a standard retention of title provision.
In business-to-business (B2B) supply agreements, parties may contract out of some of the implied terms under the Sale of Goods Act 1979 (such as the implied terms as to satisfactory quality and fitness for purpose), but only where the exclusion satisfies the reasonableness test under the Unfair Contract Terms Act 1977. In practice, courts scrutinise exclusion clauses carefully and they are more likely to be upheld where both parties are of equal bargaining power and the clause is clear and prominently drawn to the other party’s attention. In consumer contracts, the position is very different: under the Consumer Rights Act 2015, the key implied terms (satisfactory quality, fitness for purpose, and conformity with description) cannot be excluded at all. Liability for death or personal injury caused by negligence can never be excluded under either the 1977 Act or the 2015 Act.
The Late Payment of Commercial Debts (Interest) Act 1998 applies automatically to business-to-business supply agreements and entitles a Supplier to charge statutory interest on overdue invoices at a rate of 8% per annum above the Bank of England base rate. The Act also entitles the Supplier to recover fixed debt recovery costs: £40 for debts under £1,000, £70 for debts between £1,000 and £10,000, and £100 for debts over £10,000. These rights cannot be contracted out of unless the contract provides a “substantial contractual remedy” that is sufficiently advantageous to the Supplier. Parties are free to agree longer payment terms, but standard commercial terms in the UK are typically 30 days from invoice. Under United Kingdom law, Companies Act 2006, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
English law does not recognise a general doctrine of force majeure — unlike some civil law systems. Force majeure in English contracts is a matter of express contractual provision. If a supply agreement contains a force majeure clause (as this template does), the clause will specify which events qualify as force majeure events and what the consequences are (typically, suspension of obligations during the event, followed by a right to terminate if the event persists beyond a set period). Without an express force majeure clause, a party affected by an unexpected event may seek to rely on the common law doctrine of frustration, but this has a high threshold: the event must fundamentally change the nature of the contractual obligations, not merely make performance more expensive or difficult. The COVID-19 pandemic led to significant litigation around force majeure and frustration in UK supply chains.
Most supply agreements in England and Wales are executed as simple contracts, signed by authorised representatives of each party. A simple contract is legally binding as soon as there is offer, acceptance, consideration, and certainty of terms. The limitation period for claims under a simple contract is 6 years from the date the breach occurred, under the Limitation Act 1980. If the parties wish to benefit from a 12-year limitation period — which may be appropriate for long-term or high-value supply arrangements — the agreement can be executed as a deed. A deed must be clearly stated to be a deed, signed by each party in the presence of an independent witness who also signs, and delivered. Deeds do not require consideration to be binding, which can be useful where the agreement is to be entered into by one party before the other has performed.
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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