--- title: Vendor agreement description: An agreement under which a vendor supplies goods or services to a company: orders, delivery, pricing, quality, payment, insurance and ending. --- # Vendor agreement An agreement under which a vendor supplies goods or services to a company: orders, delivery, pricing, quality, payment, insurance and ending. ## Who signs - Company - Vendor ## Fields - Company: Company name (text) - Vendor: Vendor name (text) - Company: Date of this Agreement (text) - Company: Company’s legal name (text) - Company: Company address (text) - Vendor: Vendor’s legal name (text) - Vendor: Vendor address (text) - Company: Inspection period (choice) - Vendor: Notice of a price change (choice) - Company: Payment terms (choice) - Vendor: Amount of cover, in US dollars (text) - Company: a fixed amount, in US dollars (text) - Company: Initial term (choice) - Company: Notice not to renew (choice) - Company: Governing law (state) (choice) - Vendor: Describe the Products and any specification (text) - Vendor: Product 1 (text) - Vendor: Unit 1 (text) - Vendor: Minimum order 1 (text) - Vendor: Lead time 1, days (text) - Vendor: Product 2 (text, optional) - Vendor: Unit 2 (text, optional) - Vendor: Minimum order 2 (text, optional) - Vendor: Lead time 2, days (text, optional) - Vendor: Product 1 (text) - Vendor: Price per unit 1 (text) - Vendor: Delivery included, 1 (choice) - Vendor: Product 2 (text, optional) - Vendor: Price per unit 2 (text, optional) - Vendor: Delivery included, 2 (choice, optional) - Company: Printed name (text) - Company: Title or capacity (text) - Company: Company signature (signature) - Company: Company date signed (date signed) - Vendor: Printed name (text) - Vendor: Title or capacity (text) - Vendor: Vendor signature (signature) - Vendor: Vendor date signed (date signed) - Company: Initials (initials) - Vendor: Initials (initials) - Company: Initials (initials) - Vendor: Initials (initials) - Company: Initials (initials) - Vendor: Initials (initials) - Company: Initials (initials) - Vendor: Initials (initials) - Company: Initials (initials) - Vendor: Initials (initials) - Company: Initials (initials) - Vendor: Initials (initials) ## The document Vendor Agreement Between ____ (Company name) and ____ (Vendor name) This Vendor Agreement (the “Agreement”) is made on ____ (Date of this Agreement) between ____ (Company’s legal name) of ____ (Company address) (the “Company”) and ____ (Vendor’s legal name) of ____ (Vendor address) (the “Vendor”). A. The Vendor supplies the goods or services described in Schedule A (the “Products”). B. The Company wishes to buy the Products from the Vendor from time to time, and the Vendor has agreed to supply them, on the terms below. Section 1: Orders 1.1 The Company will order Products by a written order (a “Purchase Order”) that states the Products, the quantity, the price, the delivery date and the delivery address. A Purchase Order becomes binding when the Vendor accepts it in writing, or begins to carry it out. 1.2 The Vendor will accept every Purchase Order that is within the volumes and lead times in Schedule A, and will tell the Company within two business days if it cannot meet a Purchase Order. 1.3 If a Purchase Order and this Agreement disagree, this Agreement applies, unless the Purchase Order says that it changes this Agreement and both sides sign it. Section 2: Delivery and acceptance 2.1 The Vendor will deliver the Products to the delivery address, on or before the date in the Purchase Order, packed to protect them in transit. Risk of loss passes to the Company when the Products are delivered, and ownership passes when the Company has paid for them. 2.2 The Company will inspect the Products within ____ (Inspection period) of delivery and may reject any Product that does not match its description, is damaged or is the wrong quantity, by giving written notice and the reason. The Vendor will, at its choice and its own cost, replace or repair a rejected Product, or refund its price, within ten business days. Section 3: Prices and payment 3.1 The prices for the Products are those in Schedule B. The Vendor may change them only by giving at least ____ (Notice of a price change) written notice, and a change does not apply to a Purchase Order already accepted. 3.2 The Vendor will invoice the Company when the Products are delivered. The Company will pay each correct invoice within ____ (Payment terms) of receiving it. If the Company disputes part of an invoice in good faith, it will pay the rest on time and the sides will work together to settle the rest. 3.3 Prices include packaging and delivery unless Schedule B says otherwise, and do not include sales, use or value-added taxes, which the Company will pay where they apply, against a proper tax invoice. Section 4: Quality and the Vendor’s promises 4.1 The Vendor promises that the Products will match their description in Schedule A and any specification in the Purchase Order, will be new, free from defects in materials and workmanship, fit for the purpose that the Company has told the Vendor about, and supplied with all the care and skill that is reasonable to expect. 4.2 The Vendor promises that it owns or has the right to sell the Products, that they are free of any claim or charge, that they do not infringe anyone’s intellectual property rights, and that it will comply with every law that applies to making and supplying them. 4.3 The promises about defects last for twelve months from delivery, or for any longer period shown in Schedule A. If a Product breaks them, the Vendor will repair or replace it, or refund its price, at the Company’s choice. Section 5: Where the Vendor works on the Company’s premises 5.1 When the Vendor’s staff are on the Company’s premises, the Vendor will make sure they follow the Company’s reasonable site and safety rules, and are properly trained and supervised. The Vendor is responsible for their pay, tax and insurance and none of them are employees of the Company. Section 6: Insurance 6.1 The Vendor will keep general liability insurance of at least ____ (Amount of cover, in US dollars) for each claim, with a reputable insurer, throughout this Agreement and for one year after it, and will give the Company a certificate of insurance on request. Section 7: Keeping things confidential 7.1 What is confidential. “Confidential Information” means any non-public information that one side (the “Discloser”) gives the other (the “Recipient”) in connection with this document, in any form, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the way it was shared. It includes plans, prices, customer and supplier details, financial figures, designs, software and the terms of this document. 7.2 What is not. Information is not Confidential Information if the Recipient can show that it was already public when received or became public without the Recipient’s fault, was already known to the Recipient without a duty of confidence, was received from someone free to share it, or was developed by the Recipient without using the Discloser’s information. 7.3 What the Recipient will do. The Recipient will use Confidential Information only for the purpose of this document; keep it as safe as it keeps its own confidential information, and never with less than reasonable care; and share it only with its own staff, advisers and subcontractors who need it for that purpose and who are bound by duties of confidence at least as strict as these. 7.4 When disclosure is required. If the law or a court requires the Recipient to disclose Confidential Information, the Recipient will, where it is lawful to do so, tell the Discloser first so that the Discloser can seek protection, and will disclose only what is required. 7.5 When this ends. When the Discloser asks, or when this document ends, the Recipient will return or securely delete the Confidential Information, except for copies it must keep by law or that sit in routine backups, which stay protected for as long as they are kept. These duties continue for three years after this document ends, and for trade secrets for as long as they remain trade secrets. Section 8: Claims by other people 8.1 The Vendor will defend the Company and pay what a court finally awards, or what is agreed in settlement, for any claim by an outside person that arises from the Products being defective, from the Vendor’s breach of this Agreement or negligence, or from a claim that the Products infringe that person’s rights. 8.2 The Company must tell the Vendor of a claim promptly, let the Vendor take charge of the defence and any settlement, and give reasonable help at the Vendor’s cost. The Vendor may not settle a claim in a way that admits fault for the Company or restricts the Company without its consent. Section 9: Limits on responsibility 9.1 Neither side is responsible to the other for loss of profit or for any indirect or consequential loss. Except for the Vendor’s duties under section 8, section 7 and anything the law does not allow to be limited, each side’s total responsibility to the other is limited to the greater of the amounts paid or payable under this Agreement in the twelve months before the claim and ____ (a fixed amount, in US dollars). Section 10: How long this lasts and how it ends 10.1 This Agreement starts on its date and continues for ____ (Initial term), and then continues from year to year unless either side gives the other ____ (Notice not to renew) written notice before the end of the term. 10.2 Either side may end this Agreement straight away by written notice if the other seriously breaks it and does not fix the breach within thirty days of being told, or becomes insolvent or stops doing business. 10.3 Ending this Agreement does not cancel a Purchase Order already accepted, unless the Company ends it for the Vendor’s breach, in which case the Company may cancel any Purchase Order not yet delivered. Sections 4, 7, 8, 9 and 12 continue after it ends. Section 11: Notices 11.1 A notice under this document must be in writing and sent by email to the address the Company and the Vendor have written below their names on the signature page or in the details at the top of this document, or by a courier that records delivery to the postal address given there. 11.2 A notice sent by email is treated as received on the next business day after it is sent, unless the sender receives a message that it was not delivered. A notice sent by courier is treated as received when the courier records delivery. 11.3 Either side may change where notices are sent by giving notice of the new details to the other. Section 12: Governing law and disputes 12.1 This document, and any dispute arising out of it, is governed by the laws of the State of ____ (Governing law (state)), without regard to its rules about conflicts of laws. 12.2 Before starting any court case, each side will first give the other written notice of the dispute and will talk in good faith, by video or in person, for at least thirty days to try to settle it. If that fails, the courts in that State, and the federal courts that sit there, have exclusive authority over the dispute, and each side agrees to their jurisdiction and venue. Either side may ask a court at any time for an urgent order to protect its confidential information or intellectual property. Section 13: General 13.1 The whole agreement. This Agreement is the entire agreement between the sides on its subject. It replaces everything said or written before about the same subject, and neither side has relied on any promise that is not written here. 13.2 Changes in writing. A change to this Agreement is effective only if it is in writing and signed by both sides. An email exchange does not change it unless each side expressly says that it is a change and signs it electronically. 13.3 Assignment. Neither side may transfer its rights or duties under this Agreement without the other’s written consent, which will not be unreasonably withheld. A side may transfer it without consent to a successor that takes over all of its business, if it gives notice. 13.4 If part of it fails. If a court finds that any part of this Agreement cannot be enforced, that part is limited to the smallest extent needed and the rest stays in effect. 13.5 No waiver. A side that does not insist on a right straight away has not given it up. A waiver is effective only if it is written and signed. 13.6 Things outside a side’s control. Neither side is in breach because of a delay or failure caused by something beyond its reasonable control, such as severe weather, a power or network failure, or an act of government, if it tells the other promptly and does what it reasonably can to carry on. This does not excuse a duty to pay. 13.7 Counterparts and electronic signatures. This Agreement may be signed in separate copies, which together are one document. A signature made electronically, including by typing, drawing or selecting a signature, is as effective as a handwritten one, and each side agrees to sign and keep this Agreement in electronic form. 13.8 Headings. Headings are only for finding your way around. They do not change the meaning. 13.9 Independent parties. The sides are independent businesses. Nothing here makes either the agent, partner or employee of the other. Schedule A — The Products Description of the Products and their specifications: ____ (Describe the Products and any specification) Product Unit Minimum order Lead time (days) ____ (Product 1) ____ (Unit 1) ____ (Minimum order 1) ____ (Lead time 1, days) ____ (Product 2) ____ (Unit 2) ____ (Minimum order 2) ____ (Lead time 2, days) Schedule B — Prices Product Price per unit (US dollars) Delivery included? ____ (Product 1) ____ (Price per unit 1) ____ (Delivery included, 1) ____ (Product 2) ____ (Price per unit 2) ____ (Delivery included, 2) Signatures By signing below, each party agrees to this document and confirms that the person signing has the authority to do so. Company ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Company signature) Signature ____ (Company date signed) Date Vendor ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Vendor signature) Signature ____ (Vendor date signed) Date ## Use it Sign up free and this template opens in your workspace with the fields already placed: /signup?starter=vendor-agreement A starting point in plain words, not legal advice. Change anything that does not fit before you send it.