Free Supply Agreement Template

SUPPLY OF GOODS AND SERVICES

The Supplier shall supply to the Buyer the following goods: Supply of industrial-grade steel fixings (M8 × 50mm hex bolts and M10 flat washers) manufactured to BS EN ISO 4014:2011, delivered in cartons of 500 units with full batch traceability (the "Supply"). Each order shall be placed by the Buyer by written purchase order (which may be sent by email), quoting any specification and required delivery date. The Supplier shall confirm acceptance of each purchase order in writing within five (5) working days. No purchase order shall be binding on the Supplier until accepted in writing. To the extent of any conflict between the terms of this Agreement and any purchase order, confirmation or other document, the terms of this Agreement shall prevail.

The initial term of this Agreement is 24 months from the Effective Date, and shall thereafter continue until terminated in accordance with the termination clause below.

PRICE AND PAYMENT

Prices shall be as set out in the Supplier's price list at the date of acceptance of each order, or as otherwise agreed in writing. All prices are stated exclusive of VAT, which shall be added at the prevailing rate on a valid VAT invoice in accordance with the Value Added Tax Act 1994. The Buyer shall pay each correctly rendered invoice within thirty (30) days of the invoice date. All payments shall be made in pounds sterling by bank transfer to the account specified on the invoice, without set-off, deduction or withholding (save as required by law) unless the Supplier consents in writing. If the Buyer fails to make payment by the due date, statutory interest shall accrue on the overdue amount at 8% per annum above the Bank of England base rate in accordance with sections 5A and 6 of the Late Payment of Commercial Debts (Interest) Act 1998, together with fixed compensation (£40 / £70 / £100 by debt size) and reasonable recovery costs.

DELIVERY, RISK AND TITLE

Delivery of goods shall be made on DAP — Delivered at Place (Incoterms 2020) to Warehouse 7, Bristol Road, Gloucester, GL1 5SH. Risk in the goods shall pass to the Buyer on delivery at the named place in accordance with section 20 of the Sale of Goods Act 1979 and Incoterms 2020 DAP.

Title to the goods shall not pass to the Buyer until the Supplier has received payment in cleared funds of all sums due under the relevant order in accordance with section 17(1) of the Sale of Goods Act 1979 (retention of title). Until such payment, the Buyer shall hold the goods as fiduciary bailee of the Supplier, store them separately from other stock, keep them identifiable as the Supplier's property and maintain adequate insurance.

Delivery dates are estimates only. Time shall not be of the essence unless expressly agreed in writing by both parties. Where the Buyer fails to take delivery, the Supplier may charge reasonable storage fees and, after thirty (30) days, resell the goods in mitigation.

QUALITY, WARRANTIES AND INSPECTION

The Supplier warrants that all goods supplied shall: (a) conform with their description and any agreed specification (SGA 1979 s.13); (b) be of satisfactory quality (SGA 1979 s.14(2)); (c) be fit for any particular purpose made known to the Supplier (SGA 1979 s.14(3)); (d) be free from defects in materials and workmanship for the warranty period; and (e) comply with all applicable statutory and regulatory requirements including product-safety legislation.

Specific standards: All goods shall comply with BS EN ISO 9001:2015 quality management standards and BS EN ISO 4014:2011 (hexagon-head bolts — product grades A and B). Certificates of conformity shall accompany every delivery..

Warranty period: 12 months from the date of delivery (goods) or completion (services). During the warranty period the Supplier shall, at its option, repair, replace or credit defective items at no additional cost, in addition to any other remedy available to the Buyer under the Sale of Goods Act 1979 (including rejection under s.35, damages under s.53 and specific performance under s.52).

Inspection and audit: The Buyer shall have the right, on reasonable written notice (not less than five (5) working days), to inspect the Supplier's premises, processes and records relating to this Agreement solely to verify compliance with the quality standards. The Supplier shall provide reasonable assistance and access for such inspections at no additional cost.

MINIMUM ORDERS AND PRICE REVISION

Minimum order quantity: Orders shall be placed for a minimum of 500 units per order. Orders below this minimum may be declined by the Supplier or subject to a reasonable small-order surcharge.

Price revision: Prices may be reviewed annually on each anniversary of this Agreement. The Supplier shall give at least sixty (60) days' written notice of any proposed price increase. The increase shall not exceed the rate of inflation measured by the Consumer Prices Index (CPI) published by the Office for National Statistics for the preceding twelve-month period, unless otherwise agreed. The Buyer may terminate this Agreement without penalty by written notice given within thirty (30) days of the price-review notice if it does not accept the proposed increase.

SUPPLY DISRUPTION

The Supplier shall notify the Buyer in writing as soon as reasonably practicable, and in any event within 30 days, of any anticipated or actual disruption to supply (including shortage of materials, manufacturing failure, logistical delay or insolvency of a key sub-supplier). On receipt of such notice the parties shall use reasonable endeavours to agree a revised delivery schedule or alternative supply arrangement. If the disruption continues for more than thirty (30) days, the Buyer may (without prejudice to its other rights) source equivalent goods or services from an alternative supplier, and any reasonable additional cost shall be recoverable from the Supplier as damages under section 51 SGA 1979.

LIMITATION OF LIABILITY

Nothing in this Agreement shall exclude or limit either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by sections 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982 (title); or (d) any other liability that cannot lawfully be excluded or restricted.

Subject to the foregoing: (i) neither party shall be liable for any indirect, special or consequential loss, loss of profit, loss of business, loss of goodwill, loss of anticipated savings or loss of data; and (ii) the total aggregate liability of either party under this Agreement shall not exceed the total sums paid or payable by the Buyer in the twelve (12) months immediately preceding the event giving rise to the claim.

The exclusions and limits in this clause are subject to the reasonableness test under sections 3, 6, 7 and 11 and Schedule 2 of the Unfair Contract Terms Act 1977, having regard to the parties' relative bargaining positions, the availability of insurance and the nature of the Supply.

FORCE MAJEURE

Neither party shall be in breach of this Agreement or liable for any delay or failure in performance (other than payment obligations) arising from events beyond its reasonable control (a "Force Majeure Event"), including acts of God, fire, flood, pandemic, epidemic, war, terrorism, civil unrest, governmental or regulatory action, strikes (other than affecting only that party's workforce) and failure of utilities or third-party infrastructure. The affected party shall notify the other in writing within five (5) working days of becoming aware of the Force Majeure Event, specifying its nature and expected duration, and shall use all reasonable endeavours to mitigate its effects and resume performance. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement by thirty (30) days' written notice.

ANTI-BRIBERY AND MODERN SLAVERY

Each party shall comply with all applicable laws, including in particular the Bribery Act 2010 (and the adequate-procedures guidance), the Modern Slavery Act 2015 (and s.54 transparency requirements if applicable), the Criminal Finances Act 2017 and all applicable sanctions regimes. Neither party shall directly or indirectly offer, give, solicit or accept any bribe, facilitation payment or other improper advantage in connection with this Agreement. Breach of this clause shall be a material breach entitling the other party to terminate this Agreement with immediate effect.

TERMINATION

Either party may terminate this Agreement: (a) by giving 60 days' written notice expiring on or after any initial term; or (b) with immediate effect by written notice if the other party: (i) commits a material breach which is not remedied within thirty (30) days of written notice; (ii) becomes insolvent within the meaning of the Insolvency Act 1986 or enters any formal insolvency process; or (iii) ceases or threatens to cease trading. On termination: all outstanding invoices become immediately due and payable; each party shall return or, at the other's request, destroy the other's confidential information; and the clauses on limitation of liability, intellectual property, confidentiality, data protection and dispute resolution shall survive termination.

GOVERNING LAW AND JURISDICTION

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 shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim. No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

GENERAL

This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, warranties or agreements relating to its subject matter. No variation shall be effective unless in writing and signed by authorised representatives of both parties. Nothing in this Agreement creates a partnership, joint venture or employment relationship; the Supplier is an independent contractor. Neither party may assign or transfer its rights or obligations without the prior written consent of the other (not to be unreasonably withheld). Notices shall be in writing and delivered by hand, recorded post or email to the addresses set out above.