£9UK law · England & Wales

UK Supplier Agreement Template

A robust B2B supplier or vendor contract for ongoing supply of goods or services into your business. Drafted under English law with the Late Payment of Commercial Debts (Interest) Act 1998, Sale of Goods Act 1979 and UK GDPR in mind. Editable Word + PDF, £9.

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Editable Word (.docx) + PDF · Re-download any time · UK GDPR compliant

Legal background

A supplier agreement governs the ongoing B2B relationship between a buyer and a supplier of goods or services. The Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 imply terms about quality, fitness for purpose and reasonable skill. The Late Payment of Commercial Debts (Interest) Act 1998 implies a right to interest at 8% above Bank of England base rate plus a fixed sum, where contractual terms are silent. This template makes those positions explicit and balanced.

Sample excerpt

A short preview of the kind of clauses your generated document will contain. The full document is tailored to your inputs.

1. Supply. The Supplier shall supply to the Customer the goods and/or services described in Schedule 1 (the "Supply") on the terms of this Agreement. 2. Pricing and payment. The price of the Supply is set out in Schedule 1. The Customer shall pay each invoice within 30 days of the date of invoice. The Late Payment of Commercial Debts (Interest) Act 1998 applies to late payment. 3. Quality. The Supplier warrants that the Supply will (a) conform with the specification; (b) be of satisfactory quality and fit for any purpose made known to the Supplier (Sale of Goods Act 1979 / Supply of Goods and Services Act 1982); and (c) be free from material defect for [12] months from delivery. 4. Liability. Subject to the carve-outs in clause 4.3, each party's total liability arising under this Agreement shall not exceed the higher of (a) the fees paid in the 12 months preceding the claim or (b) £100,000. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law. 5. Term and termination. This Agreement begins on the Effective Date and continues until terminated. Either party may terminate on [60] days' written notice or immediately for material breach not remedied within 14 days.

What's in the template

✓Scope of supply (goods, services, or both) and specification
✓Pricing, invoicing cadence, and payment terms
✓Late payment interest (Late Payment Act 1998 aligned)
✓Acceptance, defects and return regime (SGSA 1982)
✓Limitation of liability (carve-outs for death/personal injury, fraud — as required)
✓Intellectual property — pre-existing IP retained, deliverables IP transfer
✓Confidentiality and data protection (UK GDPR processor terms reference)
✓Term, termination for cause, termination for convenience, consequences
✓Force majeure, dispute resolution, governing law (England & Wales)

Who this is for

→SMEs onboarding a recurring goods or services supplier
→Agencies engaging a sub-contractor for client work
→E-commerce businesses with wholesale supply arrangements
→Software companies engaging hosting, infrastructure or data suppliers

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Frequently asked questions

Can I use this for both goods and services?

Yes — the generator asks whether you are buying goods, services, or both, and tunes the relevant clauses (warranty period, acceptance testing, performance standards) accordingly.

How does it handle late payment?

The agreement makes payment terms explicit (you choose 14, 30 or 60 days) and includes a contractual right to interest at 8% above Bank of England base rate plus the fixed sum recoverable under the Late Payment of Commercial Debts (Interest) Act 1998.

Is the limitation of liability enforceable under UCTA?

Yes. The cap is drafted to be reasonable for B2B contracts under the Unfair Contract Terms Act 1977 — typically the higher of (a) fees paid in the prior 12 months or (b) £100,000. Liability for death, personal injury and fraud is unlimited as the law requires.

Does it work for international suppliers?

It is drafted under English law and English jurisdiction. For overseas suppliers you can keep that, or amend the governing law clause. For high-value cross-border supply you may want a solicitor to advise on enforceability.

These templates are general legal information, not bespoke legal advice. For high-value or unusual matters, ask a solicitor to review.