Commercial Contracts for Suppliers

Whether you are supplying goods, services, or software, we support our clients throughout every stage of their operations. We can draft tailored contracts for each aspect of your supply chain arrangements, review and update existing terms and conditions, advise on internal contract management practices and order processes, and negotiate contracts on your behalf.

Supply contracts can be complex, and your business may invariably be dependent upon other third parties for their goods or services for your business to be able to deliver its goods or services under its agreements with your customers. Managing this risk exposure for your business is essential and requires mirroring or “flowing-down” obligations and terms into your customer contracts. We look at the full picture (and often map this out) to identify potential risks.

The specific terms of your supply contracts will vary according to the nature of the relationship between you and your customers, including whether the goods or services are provided on a business-to-business (B2B) or business-to-consumer (B2C) basis and whether they are bespoke and tailored to your customer’s specific requirements and specifications. Any business that supplies goods, services or digital content to consumers must consider that consumers are entitled to enhanced rights within the UK, and our Commercial Solicitors can provide practical guidance and support in this area of law. 

For long-term supply arrangements, terms governing business continuity, index-linked product price reviews, and exclusivity of supply may also be required. We are adept at recognising domestic and international supply chain challenges and ensuring that our clients’ contracts are drafted to navigate these markets. 

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Our Commercial Contract Experience for Suppliers

  • COVID-19 Testing Providers. We act for various clients operating in life sciences, including those providing wellness and cancer testing kits and services, COVID 19 lateral flow tests and PCR tests and services. We have assisted with drafting the terms and conditions for the supply of goods (testing kits) and laboratory testing services, disclaimers, and provided ongoing advice on Government regulations and guidance issued by the Competition Markets Authority.
  •  International Manufacturing and Supply Agreement. We negotiated and drafted the terms of a manufacturing and supply of goods agreement between a large UK manufacturer and a well-known international mattress supplier.
  • Managed IT Services Agreement. We have acted for several large regional providers of managed IT services, drafting B2B terms and conditions for supplying such services. The agreements we have prepared cater for the unique service levels arrangements and business continuity plans.
  • Digital Products and Subscription Services. We assisted a provider of digital products and online creative design services with the drafting of e-commerce terms and conditions for the supply of digital products and services on a B2B basis. We drafted the terms and conditions to cater for the unique combination of digital products being made available on a licence and monthly subscription basis.
  • Complex Care Service Agreements. We have assisted several service providers within the UK with the drafting and negotiation of their supply agreements to provide complex care services and packages, some of which were coupled with the supply and implementation of associated software. Our experience of acting for clients and providing services to entities within the health care sector means we provided practical guidance and support on regulatory compliance and drafted contractual terms reflective of such requirements. 

Supplier Contract FAQs

What should a supply of goods contract include?

Contracts supplying goods to consumers or businesses will require different terms, as consumers are entitled to enhanced rights within the UK. Terms governing cancellation and termination rights and restricting the supplier’s liability will therefore vary depending on whether the contract is on a B2B or B2C basis.

All contracts for the supply of goods will require terms providing for the type and description of the goods sold, how an order can be placed, payment, delivery and collection, risk and title to the goods, storage or any haulage service required.

The type and nature of the supply of the goods will impact the type of terms required. For example, international long-term supply agreements will require an order and delivery process that reflects the long-term relationship of the parties and the geographical distance involved, such as delivery by reference to agreed Incoterms to factor in responsibility for freight and import tariffs.

What should a supply of services contract include?

Contracts supplying services to consumers or businesses will require different terms, as consumers are entitled to enhanced rights within the UK. Terms governing cancellation and termination rights and restricting the supplier’s liability will therefore vary depending on whether the contract is on a B2B or B2C basis.

Contracts for the supply of services will require terms providing for payment, the type and description of the services (including specification and standard of service delivery), any output or deliverables to be provided, time for performance and whether any service levels are provided.

Do online businesses need different terms and conditions?

Whether a business contracts with its customers online, via the telephone or email, on a doorstep basis, or from a bricks-and-mortar shop, will determine how the contract with that customer comes into effect, and what laws and regulations apply to the contract.

Businesses operating via a website only (e-commerce) should ensure that they have e-commerce terms and conditions in place. E-commerce terms contain terms that are unique to the online selling of goods, such as how the order is placed and accepted, how payment is made, and how and where the customer is entitled to cancel their order. Online businesses selling goods to consumers should also consider implementing a privacy policy and cookies policy to aid compliance with data protection law. More information on E-commerce can be found here

How can a contract help manage changing market conditions, such as inflation and a rise in the cost of raw materials?

A well-drafted contract should act as a tool offering project-management capabilities to the parties who have entered into it. A contract can include provisions allowing the parties to agree on variations to the price of goods or services periodically, such as an annual increase in line with inflation or by reference to an agreed index.

Also – the contract should set out the mechanism that the parties should follow in the event of a dispute. A common approach is to require the parties to enter into good faith discussions with senior representatives of each party, and should such discussions fail, attend mediation before resorting to court proceedings. By agreeing on a dispute resolution process before entering into the contract, parties can help avoid a protracted dispute in the future and increased legal costs.

What is the risk of operating without written terms?

Without written terms in place, a contract for the sale of goods or services shall be an oral one. Oral contracts are legally enforceable, however, leave parties vulnerable to dispute as there is a lack of certainty as to terms.

In the context of the sale of goods and services, an absence of written terms leaves key areas of the relationship unclear: what exactly do the services entail? What quality, nature and colour are the goods? When will the goods be delivered and who shall pay for delivery? If a customer is unhappy with the quality of the services provided, are they entitled to a refund?

Operating on written terms removes the uncertainty and helps avoid disputes in the future.


Meet Our Specialists

Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.

Carla Murray

Carla Murray

Carla is a Partner and Head of our Commercial Team

Mohammed Akeel Latif

Mohammed Akeel Latif

Akeel is a Partner and Head of the Corporate Commercial Team at Myerson

Andrew Brown

Andrew Brown

Andrew is a Partner in our Corporate Commercial Team

Terry Moore

Terry Moore

Terry is a Senior Associate in our Corporate Commercial Team. Terry is also the Head of the Brexit Team at Myerson.

Richard Meehan

Richard Meehan

Richard is a Senior Associate in our Commercial Team

Joanna Colgan

Joanna Colgan

Joanna is a Solicitor in our Commercial Team

Fran Duffy

Fran Duffy

Fran is a Solicitor in our Corporate Team

Olivia Whittaker

Olivia Whittaker

Olivia is a Trainee Solicitor within our Commercial Team

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