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Contract Knowledge Centre · Commercial
An agreement for the supply of goods or materials: what is supplied, to what standard, on what delivery and payment terms, and what happens on failure.
Supply failures are operational before they are legal. The agreement decides whether you have a remedy, a substitute, or only a complaint.
What each clause is for, and what to look at in the wording you have been given.
Specification and quality
Defines what must be supplied.
What to check: Objective standards, and how goods are inspected and accepted.
Delivery and risk
Sets when delivery occurs and when risk passes.
What to check: Where risk and title transfer, and what happens if delivery is late or partial.
Price and payment
Fixes commercial terms.
What to check: Whether prices can be varied unilaterally, and on what notice.
Warranties and remedies
States what the supplier promises and what you get if it fails.
What to check: Whether the remedy is replacement, refund, or a credit you cannot use.
Continuity and substitution
Addresses supply failure.
What to check: Whether you can source elsewhere without breaching exclusivity.
Termination
Ends the relationship.
What to check: Notice, minimum commitments, and treatment of outstanding orders.
Any one of these can have an innocent explanation. Ask for it before you sign.
When to speak to a lawyer