Supply contract template (US)

Supply Agreement

This Agreement is made on Effective Date between Supplier Name, a Supplier Entity Type and State, at Supplier Address ("Supplier"), and Buyer Name, a Buyer Entity Type and State, at Buyer Address ("Buyer").

1. Goods and Prices

| Item | Specifications | Unit Price |

| --- | --- | --- |

| First Item | First Item Specifications | $First Unit Price |

| Second Item | Second Item Specifications | $Second Unit Price |

Prices stay fixed until Price Fixed Until. After that, Supplier may change them on Price Notice Days days' written notice.

2. Orders

Buyer will place written purchase orders. Supplier will accept or reject each order within Order Response Days days. Minimum order: Minimum Order or None. This Agreement controls over any different terms on an order or invoice.

3. Delivery and Risk

Delivery is within Lead Time Days days of acceptance, to Delivery Location, on these shipping terms: Shipping Terms. Risk of loss passes to Buyer on Risk Transfer Point. Supplier will tell Buyer promptly about any delay.

4. Payment

Buyer will pay within Payment Days days of each invoice. Late amounts bear interest at Late Interest Rate% per month, or the highest rate the law allows if lower. Buyer pays applicable sales taxes unless it provides an exemption certificate.

5. Inspection

Buyer has Inspection Days days after delivery to inspect goods and reject those that do not conform. Supplier will replace them or refund their price, at Supplier's cost.

6. Warranty

Supplier promises that the goods will meet the specifications, be free from defects in materials and workmanship for Warranty Period, and come with clear title. OTHER THAN THIS, SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THE LAW ALLOWS.

7. Compliance and Recalls

Supplier will follow the laws that apply to making and selling the goods. Each party will tell the other promptly about any safety problem, and will cooperate in any recall.

8. Term and Ending

This Agreement runs for Initial Term. Either party may end it on Notice Days days' written notice, or at once for a material breach not cured within Cure Days days. Accepted orders will still be filled and paid for.

9. Liability

NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR OWED IN THE Liability Cap Months MONTHS BEFORE THE CLAIM, except for payment owed, indemnity for third-party claims, breach of confidentiality, or fraud or willful misconduct.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Supplier | Buyer |

| --- | --- |

| Signature: Supplier Signature | Signature: Buyer Signature |

| Name: Supplier Printed Name | Name: Buyer Printed Name |

| Date: Supplier Signing Date | Date: Buyer Signing Date |