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Master Supply Agreement Template
Establish consistent purchase, delivery, and quality terms for ongoing product supply with this Master Supply Agreement Template.
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Master Supply Agreement Template
This Master Supply Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
Buyer: [Buyer Legal Name], with an address at [Address] (“Buyer”).
Supplier: [Supplier Legal Name], with an address at [Address] (“Supplier”).
Buyer and Supplier may be referred to individually as a “Party” and collectively as the “Parties.”
1. Purpose and Relationship
1.1 Purpose. Supplier will supply the goods described in this Agreement (“Products”) to Buyer on an ongoing basis under purchase orders issued by Buyer and accepted by Supplier.
1.2 Independent Contractors. The Parties are independent contractors.
2. Products and Specifications
2.1 Product List. Products include: [Product categories/SKUs] (attach Exhibit A).
2.2 Specifications. Products must meet the specifications, drawings, and standards in: [Spec reference / Exhibit].
2.3 Changes. Any material change to product specifications requires Buyer’s written approval.
3. Orders and Forecasts
3.1 Purchase Orders. Buyer will place orders via purchase orders (“POs”) that state product, quantity, price, ship date, and ship-to location.
3.2 Acceptance. Supplier accepts a PO by: ☐ Written confirmation ☐ Shipment ☐ Other: [Method].
3.3 Forecasts (Optional). Buyer may provide non-binding forecasts. Binding commitments apply only to accepted POs unless stated otherwise.
3.4 Conflicts. In case of conflict between a PO and this Agreement: ☐ This Agreement controls ☐ PO controls for that order only ☐ Other: [Rule].
4. Pricing and Payment
4.1 Pricing. Prices are: ☐ Fixed as in Exhibit B ☐ As stated in each PO ☐ Tiered/volume pricing: [Rules].
4.2 Price Changes. Supplier may change prices only with [] days’ written notice and Buyer’s acceptance for future POs, unless contractually fixed.
4.3 Invoicing. Supplier will invoice: ☐ Upon shipment ☐ Upon delivery ☐ Other: [Timing].
4.4 Payment Terms. Buyer will pay invoices within [] days of receipt (Net []).
4.5 Disputed Amounts. Buyer may dispute amounts in good faith and pay undisputed amounts on time.
4.6 Late Payments. Late payments may accrue interest of []% per month (or max allowed by law).
5. Delivery, Title, and Risk of Loss
5.1 Delivery Terms. Delivery terms: ☐ FOB ☐ CIF ☐ DDP ☐ Other (Incoterms): [Term + year].
5.2 Shipping. Supplier will: ☐ Arrange shipping ☐ Use Buyer’s carrier account ☐ Other: [Method].
5.3 Lead Times. Standard lead time: [__] days after PO acceptance, unless stated otherwise.
5.4 Title and Risk. Title and risk of loss transfer: ☐ On shipment ☐ On delivery ☐ Per Incoterms above.
5.5 Delays. Supplier must promptly notify Buyer of expected delays and propose a revised schedule.
6. Inspection, Acceptance, and Returns
6.1 Inspection Period. Buyer may inspect Products within [__] days after delivery.
6.2 Nonconforming Products. If Products do not conform, Buyer may: ☐ Reject ☐ Request replacement ☐ Request repair ☐ Request refund/credit.
6.3 Return Logistics. Return shipping: ☐ Supplier pays ☐ Buyer pays ☐ Shared per: [Rule].
6.4 Recall (Optional). If a recall is required due to Supplier fault, Supplier will bear recall costs: ☐ Yes ☐ No ☐ As agreed.
7. Warranties
7.1 Warranty. Supplier warrants Products will: (a) conform to specifications, (b) be free from material defects, and (c) comply with applicable laws, for [__] months from delivery.
7.2 Remedies. For breach of warranty, Supplier will: ☐ Repair ☐ Replace ☐ Refund/credit.
7.3 Disclaimer (Optional). Other warranties are disclaimed to the extent permitted by law.
8. Compliance and Safety
8.1 Legal Compliance. Supplier will comply with applicable laws, including product safety, labeling, and export/import requirements.
8.2 Certifications (Optional). Supplier will maintain: [ISO/industry certifications].
8.3 Ethics (Optional). Supplier will comply with Buyer’s supplier code of conduct (if provided).
9. Confidentiality
9.1 Confidential Information. Each Party will protect the other’s confidential information and use it only for this relationship.
9.2 Permitted Disclosure. Disclosure is allowed to advisors or as required by law.
10. Intellectual Property (Optional)
10.1 Ownership. Each Party retains its IP.
10.2 Buyer Materials. Buyer grants Supplier a limited license to use Buyer materials solely to manufacture or supply Products.
10.3 Custom Tooling (Optional). Tooling ownership: ☐ Buyer ☐ Supplier ☐ Shared per: [Terms].
11. Indemnification (Optional)
11.1 Supplier Indemnity. Supplier will indemnify Buyer for claims arising from defective Products, IP infringement, or Supplier’s breach, to the extent permitted by law.
11.2 Buyer Indemnity (Optional). Buyer will indemnify Supplier for claims arising from Buyer-provided specifications or misuse.
12. Limitation of Liability
12.1 Limitation. To the extent permitted by law, neither Party is liable for indirect damages.
12.2 Cap (Optional). Liability cap: [__] (e.g., fees paid in last 12 months), except for: fraud, willful misconduct, or IP infringement (optional).
13. Force Majeure
13.1 Force Majeure Events. Neither Party is liable for delays caused by events beyond reasonable control.
13.2 Notice and Mitigation. The affected Party must notify the other promptly and use reasonable efforts to mitigate.
13.3 Allocation (Optional). During shortages, Supplier may allocate supply among customers in a commercially reasonable manner.
14. Term and Termination
14.1 Term. This Agreement begins on the Effective Date and continues for [] years unless terminated earlier.
14.2 Termination for Convenience. Either Party may terminate with [] days’ written notice.
14.3 Termination for Cause. Either Party may terminate for material breach not cured within [__] days after notice.
14.4 Effect of Termination. Accepted POs remain enforceable unless canceled by mutual agreement.
15. Miscellaneous
15.1 Governing Law. This Agreement is governed by the laws of [State/Country].
15.2 Notices. Notices must be sent to the addresses above.
15.3 Entire Agreement. This Agreement and its exhibits are the entire agreement about supply between the Parties.
15.4 Amendments. Amendments must be in writing and signed by both Parties.
15.5 Severability. If any provision is unenforceable, the rest remains effective.
15.6 Electronic Signatures. Electronic signatures are effective.
Signatures
By signing below, the Parties agree to this Master Supply Agreement as of the Effective Date.
Buyer: [Buyer Legal Name]
Authorized Signatory: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
Supplier: [Supplier Legal Name]
Authorized Signatory: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
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Master Supply Agreement Template
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For quick answers, scroll below to see the FAQ.
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For quick answers, scroll below to see the FAQ.
MASTER SUPPLY AGREEMENT TEMPLATE FAQ
What is a master supply agreement?
A Master Supply Agreement is a contract that sets the general terms for an ongoing supplier–buyer relationship. It covers ordering procedures, pricing rules, delivery terms, product standards, warranties, and liability. Individual orders are typically placed through purchase orders under the master agreement.
When should you use a master supply agreement?
Use it when you expect repeat purchases over time and want consistent legal terms for every order. It’s common for manufacturers, wholesalers, retailers, and B2B procurement relationships where multiple shipments and changing quantities are expected.
How does this agreement work with purchase orders?
The master agreement sets the baseline terms. Each purchase order (PO) specifies the products, quantities, prices (if variable), ship dates, and delivery locations. The agreement should state whether PO terms can override the master agreement or whether the master agreement controls if there’s a conflict.
What terms are most important for supply contracts?
Key terms include product specifications, quality and inspection, delivery and Incoterms (or shipping responsibility), pricing and price changes, minimum order quantities, lead times, returns and recalls, compliance requirements, payment terms, and remedies for late or defective goods.
How do you handle shortages and force majeure?
Supply agreements often include allocation rules during shortages and a force majeure clause for events outside reasonable control (natural disasters, strikes, transport disruptions). This template includes both options and a notice requirement.
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