Our Supply of Goods Agreements Service
Our team of commercial solicitors brings a wealth of experience in handling national and international supply arrangements across various industries.
Our Supply of Goods Agreements solicitors act for both suppliers and customers, understanding the complexities of supply arrangements. Our Commercial Law team recognise that your business may rely on third-party goods to fulfil its supply obligations.
Therefore, managing risk exposure is crucial, which we achieve by mirroring obligations and terms into your customer contracts. We focus on the bigger picture, identifying key risks for your business.
Our Expertise in Manufacturing and Supply of Goods
We have extensive experience in dealing with issues related to the preparation and negotiation of agreements for the manufacturing and supply of goods. Our specific areas of expertise include:
- Standard terms of business for supplying goods to consumers and businesses.
- Supply of goods online via e-commerce sites and platforms.
- Terms and conditions for the supply of hardware and/or software.
- Agreements to protect, license, or assign IP arising in newly-developed products.
- Manufacturing agreements, including toll manufacturing arrangements.
- Distribution agreements.
We can provide advice on a range of matters that should be addressed in your terms and conditions, such as:
- Specification of goods, bespoke products, and manufacturers' warranties.
- Consumer rights and distance selling.
- Change control.
- Consequences of non-delivery, cancellation rights, and refunds.
- Termination rights.
- Ownership of intellectual property rights arising in connection with the supply of bespoke products.
- Payments and payment terms.
- Caps and exclusions of liability, and other methods of allocating contractual risk such as the use of indemnities and force majeure clauses.
Our Track Record in Supply of Goods Agreements
Our commercial solicitors have a proven track record in dealing with agreements for the supply of goods across various sectors. Some of our notable projects include:
- Assisting EGL with the negotiation of a complex agreement and supply structure with the procurement partner of a national supermarket for the supply of lateral flow tests.
- Preparing model contract documentation for H2Origin for the provision of water dispensing vending machines in public areas.
- Drafting an amalgamated standard set of B2B and B2C terms and conditions for Shading Specialists, a manufacturer of made-to-measure blinds and curtains.
- Drafting standard terms and conditions for the supply of gas detection equipment by Oliver IGD, a global supplier.
- Drafting standard terms and conditions for Cepovett, a European manufacturer of specialist technical clothing and protective equipment for use in the UK.
Why Work With Our Commercial Team
- We have been ranked as a Top Tier law firm by the Legal 500 for the last seven years and recognised as a Top 200 Law Firm in 2022.
- You will have access to 10 commercial lawyers across the Myerson Commercial Group that can help with issues relating to commercial contracts, consultancy agreements, distribution arrangements and franchising.
- You will receive city-quality commercial legal advice and commercial services at regional prices.
- We provide a partner-led service to ensure you receive the best commercial legal advice and support.
- We have a large and proactive commercial team which can meet your deadlines.
- We understand that each matter is unique to your circumstances and that you need support from a commercial lawyer experienced in dealing with various clients and types of work.
- We are a full-service law firm operating from a one-site office, which means our teams communicate effectively and efficiently. Our commercial team often assists with commercial property and IT / Technology matters.
- Our commercial team use the latest technology to ensure that we are working as efficiently as possible, and that geographical distance does not prevent us from providing excellent legal advice and client service.
- Our commercial lawyers were the winners of ‘Corporate Commercial Team of the Year 2021’ at the Manchester Legal Awards.
- Look at the Myerson Promise for further benefits of working with us here.
What are the advantages of putting in place a bespoke supply of goods agreement?
- Certainty. A properly-drafted contract sets out the obligations of each party clearly and ensures you operate on a harmonised basis with your customers or suppliers. Not only will this simplify your working relationship, but this will also reduce the risk of contractual disputes at a later date.
- Flexibility Businesses with standard terms for the supply of goods can adapt these on a customer-by-customer basis, allowing for the added value of customisation while retaining the time and cost benefit which standard terms afford during the contracting and negotiation process.
- Limit risk exposure. As a supplier, you will protect your position through the inclusion of enforceable limitations on your liability, including those warranties in respect of the quality of the goods which you provide to your customer. You also ensure you are compliant with the legislation and regulations which apply to the sale of goods. As a customer, the agreement will offer a clear path for recourse in the event of a dispute.
- Ensure business continuity. For a supplier, the supply agreement with assist the forward planning of the use of product manufacturing lines, keep out competition and allow for stockpiling in low seasonal demand periods with the knowledge of sure sales. For a customer, entering into a bespoke agreement offers the security of supply and exclusivity of supply. The supply agreement will clearly set out the term and termination rights of each of the parties and protect the party’s positions in the event of unforeseen circumstances, such as labour or goods shortages, strikes, war or a pandemic.
- Cost Advantages. With the security of a long-term supply contract, a supplier can look to cover any high product start-up costs. On the customer’s side, the contract may offer bigger price discounts and rebates or preferential ordering and delivery timescales.
What are the advantages of using standard terms and conditions for the supply of goods?
Standard terms and conditions can help streamline the contracting process by reducing the time and cost spent on the negotiation of the contract. Businesses that operate on standard terms can ensure that they are contracting on a harmonised basis for the majority of their contracts, which alleviates the administrative burden of monitoring various contracting terms for each transaction.
A business’ standard terms and conditions will ensure a more favourable position during the supply of goods. For example, a supplier would look to limit the warranties it provides to its customers as to the quality of the goods supplied under the contract.
What terms should a purchaser look to include in a supply of goods agreement?
A pro-customer supply contract will contain terms to benefit the customer’s position, including:
- An obligation on the supplier to maintain minimum stock levels in order to guarantee it can meet your order;
- obligations on the supplier to maintain and provide evidence of industry accreditations and safety certifications of its products;
- attractive credit and payment terms;
- warranties from the supplier and manufacturer as to the quality of the goods being supplied;
- intellectual property licences or an assignment of such rights;
- restrictions on the supplier’s ability to review or increase the price of its goods during the term;
- generous or no limitations on the supplier’s liability for loss or damage arising from the supply of the goods to you.
What legislation should you be aware of as a supplier of goods?
Contracts for the supply of goods are subject to the Sale of Goods Act 1979 (SGA), which implies conditions into contracts for the sale of goods. These implied terms include terminable rights for the customer that the goods will correspond with their description or sample, will be of satisfactory quality and fit for their purpose. It is common to exclude or vary these implied terms in a supply of goods agreement.
Where two businesses contract on standard terms, the Unfair Contract Terms Act 1977 (UCTA) will apply to such agreements and renders unenforceable certain practices to try to reduce risk under a contract, such as unreasonably attempting to restrict or exclude liability for losses caused by negligence.
Other relevant areas of law which will need to be considered before entry into an agreement for the supply of goods will include competition law and data protection law.
Meet Our Commercial Solicitors
Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.
Carla is a Partner and Head of our Commercial Team
Richard is a Senior Associate in our Commercial Team
Olivia is a Solicitor within our Commercial Team
Karam Bhatti is a Trainee Solicitor in our Commercial Team
Megan Powers is a Legal PA in the Corporate and Commercial Teams
Contact Myerson Solicitors
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