Contracts template

Supplier / Vendor Agreement

SUPPLY AGREEMENT

This Supply Agreement (this "Agreement") is made at [CITY], Pakistan on this [DAY] day of [MONTH], [YEAR] (the "Effective Date")

BY AND BETWEEN

[SUPPLIER LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] having its registered/principal office at [SUPPLIER ADDRESS], NTN [NUMBER], STRN [NUMBER] (hereinafter the "Supplier") of the ONE PART;

AND

[BUYER LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] having its registered/principal office at [BUYER ADDRESS], NTN [NUMBER] (hereinafter the "Buyer") of the OTHER PART.

The Supplier and the Buyer are referred to individually as a "Party" and collectively as the "Parties".

RECITALS

A. The Supplier is engaged in the manufacture/supply of [DESCRIBE GOODS] (the "Goods").
B. The Buyer wishes to purchase the Goods from the Supplier, and the Supplier has agreed to supply them, on the terms of this Agreement.

NOW THEREFORE the Parties agree as follows:

1. DEFINITIONS
1.1 "Goods" means the products described in Schedule 1, as ordered from time to time.
1.2 "Specifications" means the descriptions, quality standards and tolerances for the Goods set out in Schedule 1.
1.3 "Purchase Order" or "PO" means an order for Goods placed by the Buyer in accordance with Clause 3.
1.4 "Delivery Point" means the location for delivery specified in the PO or Schedule 1.
1.5 "Price" means the price of the Goods set out in Schedule 1 or the applicable PO.

2. SUPPLY AND EXCLUSIVITY
2.1 During the Term, the Supplier shall supply, and the Buyer shall purchase, the Goods in accordance with this Agreement.
2.2 This Agreement is [non-exclusive / exclusive], meaning [the Buyer may source the Goods from other suppliers / the Buyer shall source the Goods exclusively from the Supplier and/or the Supplier shall not supply the Goods to [specified competitors / within specified territory]], as elected in Schedule 1.

3. ORDERING
3.1 The Buyer shall place orders by Purchase Order specifying the Goods, quantities, required delivery date and Delivery Point. A PO is binding once accepted by the Supplier in writing or by commencing fulfilment.
3.2 The Supplier shall acknowledge each PO within [NUMBER] business days and notify the Buyer if it cannot meet the requested delivery date.
3.3 In the event of conflict between this Agreement and a PO, this Agreement prevails unless the PO expressly varies a stated clause and is countersigned by the Supplier.

4. DELIVERY
4.1 The Supplier shall deliver the Goods to the Delivery Point on the agreed delivery date(s), on [Incoterms / delivery basis, e.g. delivered duty paid at Buyer's warehouse], during normal business hours, with a delivery note/packing list.
4.2 Risk in the Goods passes to the Buyer on delivery at the Delivery Point. Title passes to the Buyer on the later of delivery and full payment for the relevant Goods (until then the Supplier retains title and may recover unpaid Goods).
4.3 The Supplier shall pack and label the Goods so as to prevent damage in transit and in compliance with applicable law.
4.4 Time for delivery is [of the essence / not of the essence]; where it is, persistent late delivery is a material breach.

5. QUANTITY AND PRICE
5.1 The Price of the Goods is as set out in Schedule 1. Unless stated otherwise, prices are exclusive of sales tax.
5.2 Prices are fixed until [DATE / for the first [NUMBER] months]. Thereafter, the Supplier may revise prices on [NUMBER] days' prior written notice; the Buyer may decline a price increase by terminating affected open orders without penalty.
5.3 Sales tax under the Sales Tax Act, 1990 (and/or applicable provincial sales tax) shall be charged in addition and shown separately on a tax-compliant invoice. The Buyer shall withhold income tax/sales tax at source where required by the Income Tax Ordinance, 2001 / Sales Tax Act, 1990 and shall provide the prescribed certificate.

6. INSPECTION, ACCEPTANCE AND REJECTION
6.1 The Buyer shall inspect the Goods within [NUMBER] days of delivery. The Buyer may reject Goods that do not conform to the Specifications or that are damaged, by written notice within that period, failing which the Goods are deemed accepted (without prejudice to latent-defect and warranty rights).
6.2 The Supplier shall, at its option and cost, replace or repair rejected Goods, or refund the Price, and shall bear the cost of return of rejected Goods.

7. WARRANTIES
7.1 The Supplier warrants that the Goods shall: (a) conform to the Specifications; (b) be of satisfactory quality and fit for any purpose made known to the Supplier; (c) be free from defects in material and workmanship for [WARRANTY PERIOD]; (d) be supplied with good title, free of any charge; and (e) comply with all applicable laws and required standards.
7.2 These warranties are in addition to any condition or warranty implied by the Sale of Goods Act, 1930.

8. PAYMENT
8.1 The Supplier shall invoice the Buyer [on/after delivery]. Each undisputed invoice is payable within [NUMBER] days of the invoice date by bank transfer.
8.2 The Supplier may charge markup/late-payment interest at [RATE]% per [month] on undisputed overdue amounts and may suspend further deliveries on notice for continued non-payment.
8.3 The Buyer may set off against any amount due any sum properly owed to it by the Supplier under this Agreement.

9. INTELLECTUAL PROPERTY AND BRANDING
9.1 Where Goods are made to the Buyer's designs, specifications or trademarks, all intellectual property in such designs and marks remains the Buyer's, and the Supplier shall use them only to fulfil the Buyer's orders and not for any third party.
9.2 The Supplier warrants that the Goods (other than Buyer-supplied designs) do not infringe any third party's intellectual property rights.

10. CONFIDENTIALITY
10.1 Each Party shall keep the other's confidential information (including pricing, designs and forecasts) confidential and use it only for the purposes of this Agreement. This obligation survives termination for [NUMBER] years.

11. COMPLIANCE AND ANTI-CORRUPTION
11.1 Each Party shall comply with all applicable laws in performing this Agreement, including anti-bribery, anti-corruption and tax laws, and shall not offer or accept any improper payment in connection with this Agreement.

12. INDEMNITY
12.1 The Supplier shall indemnify the Buyer against direct losses arising from: (a) defective Goods; (b) the Supplier's breach of warranty; and (c) any third-party claim that the Goods (excluding Buyer-supplied designs) infringe intellectual property rights, subject to prompt notice and conduct-of-claim conditions.

13. LIMITATION OF LIABILITY
13.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.
13.2 Neither Party is liable for indirect or consequential loss, or loss of profit, revenue or goodwill.
13.3 Subject to Clause 13.1, each Party's aggregate liability shall not exceed [the total Price paid/payable for the Goods in the [12] months preceding the claim / PKR [AMOUNT]].

14. TERM AND TERMINATION
14.1 This Agreement commences on the Effective Date and continues for [TERM], renewing automatically for successive [periods] unless either Party gives [NUMBER] days' notice not to renew.
14.2 Either Party may terminate immediately on written notice if the other: (a) commits a material breach not remedied within [NUMBER] days of notice; or (b) becomes insolvent, is wound up, or has a receiver appointed.
14.3 On termination, the Supplier shall fulfil (and the Buyer shall pay for) all accepted POs outstanding at the termination date, unless the Parties agree otherwise; and each Party shall return the other's confidential information and materials.

15. FORCE MAJEURE
15.1 Neither Party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, provided it gives prompt notice and mitigates. If the event continues beyond [NUMBER] days, either Party may terminate affected orders.

16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement is governed by the laws of Pakistan, including the Contract Act, 1872 and the Sale of Goods Act, 1930. Subject to Clause 17, the courts at [CITY] have exclusive jurisdiction.

17. DISPUTE RESOLUTION
17.1 The Parties shall attempt amicable resolution within [NUMBER] days. Failing that, disputes shall be finally resolved by arbitration by a sole arbitrator under the Arbitration Act, 1940, seat and venue [CITY].

18. GENERAL
18.1 Assignment. Neither Party may assign without the other's prior written consent, save to a successor of its business.
18.2 Notices. In writing to the addresses above.
18.3 Severability; Waiver; Entire Agreement; Counterparts apply as standard.

SCHEDULE 1 - GOODS, SPECIFICATIONS, PRICE AND DELIVERY
- Description of Goods: [ ]
- Specifications / quality standards / tolerances: [ ]
- Unit Price (PKR), exclusive of sales tax: [ ]
- Minimum order quantity / volume commitments: [ ]
- Delivery basis and Delivery Point: [ ]
- Exclusivity: [Non-exclusive / Exclusive — details]
- Warranty period: [ ]

IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written.

For and on behalf of the SUPPLIER
Signature: ______________________
Name: [NAME]   Designation: [DESIGNATION]

For and on behalf of the BUYER
Signature: ______________________
Name: [NAME]   Designation: [DESIGNATION]

WITNESS 1
Signature: ______________________   Name: [NAME]   CNIC: [CNIC]

WITNESS 2
Signature: ______________________   Name: [NAME]   CNIC: [CNIC]