Sales and supply agreement template
Goods, orders, delivery, inspection, warranty and payment. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a seller and a buyer who agree that goods will be ordered, delivered and paid for, whether once or over a period of time.
What it covers
13 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Subject
The Supplier sells and delivers the goods described below, and the Buyer buys them.
2. Goods and specifications
A blank for product names, models and specifications. The goods must match the agreed specifications and any samples the sides approved.
3. Orders
The Buyer orders in writing or by email, with quantities and delivery dates. An order binds once the Supplier confirms it, at the prices in the price schedule.
4. Prices and payment
Prices come from the price schedule, and the Buyer pays for each delivery on the stated payment terms.
5. Delivery
Where and by when the goods are delivered, an optional trade term such as an Incoterms rule, and prompt notice of any expected delay.
6. Title and risk
The risk of loss or damage passes to the Buyer on delivery. Ownership passes when the goods are paid for in full.
7. Inspection and acceptance
The Buyer inspects the goods promptly, reports visible defects or shortages within a set number of days and hidden defects as soon as they are found.
8. Warranty and defects
The goods are warranted free from defects for a set number of months. Defective goods are repaired or replaced; if that fails, the Buyer can reduce the price or cancel that order.
9. Returns
Goods come back only because of defects or with the Supplier’s agreement, and the Supplier pays to take back defective goods.
10. Force majeure
Neither side is responsible for delays caused by events beyond its control, while they last. After a set number of days, either side can cancel the affected orders.
11. Liability
Each side’s liability is limited to the value of the affected order, except for intent, gross negligence, personal injury and cases where the law does not allow a limit.
12. Term and termination
The agreement runs to the end date or until either side ends it with notice. Orders confirmed before it ends are still carried out.
13. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
A price schedule (items, quantities and prices) is part of this contract. It starts empty, in your currency, and the clauses on fees and payment point to it.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Supply Agreement
Parties: Supplier · Buyer
1. Subject
The Supplier sells and delivers to the Buyer the goods described below, and the Buyer buys them, on the terms of this agreement.
2. Goods and specifications
Goods: [[Product names, models and specifications]]
The goods must match the agreed specifications and any samples the parties approved.
3. Orders
The Buyer orders goods in writing or by email, stating quantities and delivery dates. An order is binding once the Supplier has confirmed it. The prices in the price schedule apply unless an order confirmed by both parties says otherwise.
4. Prices and payment
Prices are as set out in the price schedule of this contract. The Buyer pays for each delivery on the payment terms stated in this contract.
5. Delivery
The Supplier delivers to [[Delivery address]] by [[Delivery date]]. [[Optional: trade term, e.g. an Incoterms rule]]
The Supplier tells the Buyer without delay about any expected delay.
6. Title and risk
Risk in the goods passes to the Buyer on delivery. Ownership passes when the Buyer has paid for the goods in full.
7. Inspection and acceptance
The Buyer inspects the goods promptly after delivery and reports visible defects or shortages within [[7]] days of delivery, and hidden defects promptly after discovering them.
8. Warranty and defects
The Supplier warrants that the goods are free from defects and match the specifications for [[12]] months from delivery. For defective goods the Supplier will repair or replace them; if that fails, the Buyer may reduce the price or cancel the affected order. Rights under the applicable law that cannot be excluded remain unaffected.
9. Returns
Goods may be returned only because of defects or with the Supplier’s prior agreement. The Supplier bears the cost of returning defective goods.
10. Force majeure
Neither party is responsible for delays caused by events beyond its reasonable control, such as natural disasters, war, epidemics or official measures, for as long as the event lasts. If it lasts more than [[60]] days, either party may cancel the affected orders.
11. Liability
Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s liability is limited to the value of the affected order.
12. Term and termination
This agreement starts on the effective date and runs until the end date, or until either party ends it with [[3]] months’ notice in writing or in electronic form. Orders confirmed before the agreement ends are still performed.
13. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Payment terms
Payment within [[30]] days of delivery and invoice, by bank transfer to the account stated on the invoice.
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.
Start a draft
The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.
Send it for signature
You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. Many countries do not refuse a signature just because it is electronic, and this kind of signature is generally accepted for many business contracts.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The certificate lists every link issued and the IP address of every action.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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