Vendor Agreement
This Vendor Agreement is made on Effective date between Buyer, of Buyer address (the "Buyer"), and Vendor, of Vendor address (the "Vendor").
1. Supplies
The Vendor will supply these goods or services (the "Supplies"): Goods or services supplied.
This agreement is not exclusive. The Buyer does not have to buy a minimum quantity unless a purchase order says so.
2. Orders
The Buyer orders Supplies by written purchase order. Email is enough. Each order states the items, quantity, price, delivery date, and delivery place.
The Vendor accepts or rejects each order in writing within 3 business days. An accepted order becomes part of this agreement. If an order conflicts with this agreement, this agreement applies. Terms printed on the Vendor's quotes, delivery notes, or invoices do not apply.
3. Prices and taxes
The prices are: Prices.
Prices stay fixed for the term unless both parties agree a change in writing. A change applies only to orders placed after the agreement. Prices include packing. Prices do not include sales taxes, which the Vendor adds to invoices where the law requires.
4. Delivery
Delivery place and terms
The Vendor delivers on the agreed date with a delivery note that shows the order number and quantities. The Vendor tells the Buyer at once if it expects a delay. If a delivery is more than 7 days late, the Buyer may cancel that order without cost.
Risk in the goods passes to the Buyer on delivery. Ownership passes when the Buyer pays for the goods in full.
5. Inspection and acceptance
The Buyer will inspect goods within Inspection period (days) days of delivery. To reject goods, the Buyer gives written notice with reasons within that period. Goods that are not rejected are accepted, except for hidden defects that a reasonable inspection would not find.
For rejected goods, the Vendor collects them at its own cost. Within 14 days it repairs, replaces, or credits them, as the Buyer chooses.
For services, the Buyer reports any defect within Inspection period (days) days of completion. The Vendor then performs the service again at no charge.
6. Invoices and payment
The Vendor invoices after delivery. Each invoice shows the order number, items, quantities, prices, and tax.
The Buyer pays each correct invoice within Payment due (days after invoice) days of receiving it. If the Buyer disputes part of an invoice, it tells the Vendor in writing within 7 days with reasons, and pays the rest on time.
Late payments carry simple interest at Late payment interest (% a year)% a year from the due date until payment.
7. Quality and warranty
The Vendor promises that the Supplies will:
- match the order, the agreed description, and any agreed specification
- be of good quality and free from defects in materials and workmanship
- be fit for any purpose that the Buyer told the Vendor about in writing
- be performed with reasonable care and skill by trained staff, for services
- comply with the laws that apply to them, including safety and labelling rules
- be free of any claim of ownership by another person
If the Supplies fail this promise within Warranty period (months) months of delivery, the Vendor will repair, replace, or refund them, as the Buyer chooses.
8. Liability and indemnity
The Vendor will cover the Buyer against claims by other people that come from defective Supplies or from Supplies that break another person's intellectual property rights.
Neither party is liable for indirect loss or loss of profit. Each party's total liability under this agreement is limited to the amounts paid or payable in the 12 months before the claim.
These limits do not apply to death or personal injury caused by negligence, fraud, the intellectual property cover in this section, or a breach of section 10.
9. Insurance
The Vendor keeps suitable public and product liability insurance during the term, and shows proof on request.
10. Confidentiality
Each party keeps the other party's business information private. It uses that information only for this agreement. This duty continues for 2 years after the agreement ends.
11. Term and ending
This agreement starts on the effective date and lasts Term (months) months. After that it continues until either party ends it with Notice to end (days) days of written notice.
Either party may end this agreement at once by written notice if the other party:
- seriously breaks this agreement and does not fix the breach within 15 days of notice
- becomes insolvent or stops doing business
Orders accepted before the end date are still delivered and paid for, unless the order is cancelled because of the Vendor's breach.
12. Events outside a party's control
A party is not liable for a delay caused by events outside its reasonable control, such as natural disasters, war, or government action. It must tell the other party quickly. If the delay lasts more than 30 days, either party may cancel the affected orders.
13. General
- The parties are independent businesses. Neither is the agent of the other.
- The Vendor may not sub-contract or transfer this agreement without the Buyer's written consent.
- Notices are in writing and go to the addresses above, or to an email address that a party gives for notices.
- This agreement and the accepted orders are the whole agreement. Changes are valid only in writing signed by both parties.
14. Governing law and disputes
The parties will first try to settle any dispute by talking in good faith for 15 days. This agreement is governed by the laws of Governing law (country or state), and the courts there may decide any dispute.
Signatures
Buyer
Signature: ____________________________
Date: ______________
Vendor
Signature: ____________________________
Date: ______________