B2B supply agreement for England and Wales. Covers conformity, delivery, title and risk, retention of title, payment terms and liability. SGA 1979 / SoGSA 1982. From £4.99.
A Supply of Goods and Services Agreement is a business-to-business contract setting the terms on which one business supplies goods — and often related services such as installation, maintenance or training — to another. It governs conformity to specification, delivery, who owns the goods and when, payment, and what happens if something goes wrong. The implied terms come from the Sale of Goods Act 1979 (for goods) and the Supply of Goods and Services Act 1982 (for services).
Any business that supplies products to other businesses on an ongoing basis should have written supply terms. Without them, the Sale of Goods Act 1979 implied terms apply in full and your liability is harder to limit. A written agreement lets you set delivery and acceptance rules, retain ownership of goods until you are paid, and cap your liability in a way that is reasonable under the Unfair Contract Terms Act 1977. This document is for B2B supply only — it is not for selling to consumers, who have separate non-excludable rights under the Consumer Rights Act 2015.
Basis of contract and order process (including an order-of-precedence provision); conformity of the goods to specification; delivery and the customer's inspection, acceptance and rejection rights; price and payment, with statutory late-payment interest under the Late Payment of Commercial Debts (Interest) Act 1998; title and risk, with a retention-of-title clause so you can recover unpaid goods on the customer's insolvency; a UCTA-compliant exclusion of implied terms; a four-limb limitation of liability with the carve-outs the law requires; force majeure; term and termination; confidentiality; and governing law (England and Wales).
Where you supply services rather than goods, use the Service Agreement. To protect information shared before contracting, see the Non-Disclosure Agreement; and to chase unpaid invoices under the agreement, the Late Payment Letter and Letter Before Action.
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