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Standard Supplier Agreement Template for England and Wales

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Key Requirements PROMPT example:

Standard Supplier Agreement

"I need a Standard Supplier Agreement for my technology company to engage a new software development supplier based in Manchester, with specific provisions for intellectual property rights and service level agreements, to commence in March 2025."

Document background
The Standard Supplier Agreement is designed for businesses operating under English and Welsh law who need to establish clear, legally compliant terms for the supply of goods or services. This agreement is particularly useful for ongoing supply relationships where parties need to define quality standards, delivery terms, payment conditions, and risk allocation. It incorporates key provisions required by UK commercial law while remaining flexible enough to accommodate various business needs. The document is commonly used across different industries and can be adapted for both simple and complex supply arrangements.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Supply Obligations: Core obligations of the supplier including delivery, quality standards, and performance requirements

5. Payment Terms: Pricing, invoicing, payment conditions, and late payment provisions

6. Term and Termination: Duration of agreement, renewal terms, and termination rights

7. Warranties and Indemnities: Standard warranties regarding products/services and mutual indemnification provisions

8. Confidentiality: Protection and handling of confidential information

9. Governing Law: Applicable law (England and Wales) and jurisdiction provisions

Optional Sections

1. Service Levels: Performance metrics, KPIs, and remedies for failure to meet standards - include for service-based agreements

2. Change Control: Process for managing changes to services/products - include for complex or long-term arrangements

3. Data Protection: Specific obligations under UK GDPR and Data Protection Act - include when personal data is processed

4. Insurance: Required insurance coverage and limits - include for high-value or high-risk supplies

5. Force Majeure: Provisions for handling events beyond parties' control - include for long-term or critical supply arrangements

Suggested Schedules

1. Schedule 1 - Services/Products Description: Detailed specification of supplies, including quality standards and technical requirements

2. Schedule 2 - Pricing: Detailed pricing structure, rates, and any volume-based discounts

3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and service credits

4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations and processing requirements under UK GDPR

5. Schedule 5 - Change Control Procedure: Detailed process for requesting, approving, and implementing changes

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




















Clauses

























Relevant Industries
Relevant Teams
Relevant Roles
Industries

Sale of Goods Act 1979: Core commercial legislation governing the sale of goods between parties, including terms about title, description, quality, and fitness for purpose

Supply of Goods and Services Act 1982: Legislation governing contracts for the supply of services, including implied terms about reasonable care, skill, time of performance, and consideration

Commercial Agents Regulations 1993: Regulations implementing EU Directive on commercial agents, governing relationships between principals and commercial agents

Late Payment of Commercial Debts (Interest) Act 1998: Legislation allowing businesses to claim interest on late payments from other businesses and establishing statutory interest rates

Contracts (Rights of Third Parties) Act 1999: Law governing when third parties can enforce terms of contracts made between other parties

UK General Data Protection Regulation: Post-Brexit data protection legislation governing the processing and handling of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside and supplementing the UK GDPR

IR35 Legislation: Tax legislation affecting contractors and freelancers, determining employment status for tax purposes

Modern Slavery Act 2015: Legislation requiring larger organizations to ensure their supply chains are free from slavery and human trafficking

Consumer Rights Act 2015: Key consumer protection legislation that may apply if the supplier agreement involves consumer-facing elements

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting consumers from unfair commercial practices, misleading actions or omissions

Bribery Act 2010: Anti-corruption legislation requiring businesses to prevent bribery in their operations and supply chains

Competition Act 1998: Legislation prohibiting anti-competitive agreements and abuse of dominant market positions

Enterprise Act 2002: Law governing market regulation and competition, including merger control and market investigations

Incoterms: International commercial terms defining responsibilities of buyers and sellers in international transactions

Post-Brexit Trading Regulations: Various regulations governing trade following UK's exit from the EU, including customs, tariffs, and regulatory compliance requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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