Supply of Goods Agreement
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Definitions & Interpretation
In this Agreement, unless the context otherwise requires:
- "Goods" means the products to be supplied under this Agreement, as described in Schedule 1.
- "Delivery" means the transfer of possession of the Goods to the Customer.
- "Price" means the amount payable for the Goods as set out in Schedule 1.
- "Incoterms" means the latest edition of the International Commercial Terms published by the International Chamber of Commerce.
Supply of Goods
- The Supplier agrees to supply, and the Customer agrees to purchase, the Goods in accordance with this Agreement.
- The Supplier shall deliver the Goods to the location specified in Schedule 1 ("Delivery Location") on the agreed delivery date.
Price & Payment
- The Price for the Goods shall be as set out in Schedule 1, exclusive of VAT (unless stated otherwise).
- The Customer shall pay the Supplier within [number] days of receipt of a valid invoice.
- Late payments shall incur interest at the rate of [X]% per annum above the Bank of England’s base rate.
Delivery & Risk
- Delivery shall be completed when the Goods arrive at the Delivery Location.
- Risk in the Goods shall pass to the Customer upon delivery.
- If the Customer fails to accept delivery, the Supplier may charge storage costs and/or treat the Agreement as terminated.
Title & Ownership
- Title to the Goods shall remain with the Supplier until full payment is received.
- Until title passes, the Customer shall hold the Goods as the Supplier’s fiduciary agent and store them separately.
Warranties & Liability
The Supplier warrants that the Goods shall:
- Be free from defects in material and workmanship for [warranty period].
- Comply with all applicable UK laws.
- The Supplier’s liability for breach of warranty shall be limited to (at its option) repair, replacement, or refund.
- The Supplier shall not be liable for any indirect or consequential losses.
Termination
Either Party may terminate this Agreement with immediate effect if the other:
- Commits a material breach and fails to remedy it within [X] days.
- Becomes insolvent or enters administration.
Governing Law & Jurisdiction
- This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
- Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
General
- Force Majeure: Neither Party shall be liable for delays caused by events beyond reasonable control.
- Entire Agreement: This Agreement constitutes the entire understanding between the Parties.
- Amendments: Any changes must be in writing and signed by both Parties.
- Assignment: Neither Party may assign this Agreement without prior written consent.
For expert assistance at any stage of the appeal or judicial review process, it is advisable to consult with immigration solicitors or legal advisers who specialize in these areas.
