Vendor / Supplier Agreement Template

1. Parties and Recitals

This Vendor / Supplier Agreement ("Agreement") is entered into on [EFFECTIVE_DATE] (the "Effective Date") by and between [BUYER_COMPANY_NAME], a [BUYER_ENTITY_TYPE] organised under the laws of [BUYER_JURISDICTION] with its principal place of business at [BUYER_ADDRESS], registered number [BUYER_REGISTRATION_NUMBER] (the "Buyer"), and [SUPPLIER_COMPANY_NAME], a [SUPPLIER_ENTITY_TYPE] organised under the laws of [SUPPLIER_JURISDICTION] with its principal place of business at [SUPPLIER_ADDRESS], registered number [SUPPLIER_REGISTRATION_NUMBER] (the "Supplier"). The Buyer and Supplier are each a "Party" and together the "Parties".

The Buyer wishes to procure from the Supplier, and the Supplier wishes to provide to the Buyer, the goods and/or services described in Schedule 1 (Scope of Supply) on the terms set out in this Agreement. The Parties intend that this Agreement will govern a continuing commercial relationship and may be supplemented from time to time by purchase orders, statements of work, change orders or other ordering documents issued by the Buyer and accepted by the Supplier ("Ordering Documents"). Each Ordering Document is subject to and forms part of this Agreement. In the event of conflict, the order of precedence is (1) this Agreement (excluding schedules), (2) the schedules, (3) the relevant Ordering Document, and (4) any Supplier quotation or proposal.

2. Scope of Supply and Services

The Supplier shall supply the goods and/or perform the services described in Schedule 1 and in any Ordering Document (the "Deliverables") in accordance with the specifications, service levels, milestones and timelines set out therein. The Supplier shall provide all personnel, equipment, materials, sub-supplies, licences and consents necessary to perform its obligations under this Agreement, except those expressly stated to be provided by the Buyer.

The Supplier shall perform its obligations with reasonable skill and care, in a professional and workmanlike manner, using personnel who are suitably qualified, trained and experienced, and in accordance with (a) the specifications and service levels in the relevant Ordering Document, (b) all applicable laws, regulations and industry codes of practice, and (c) good industry practice. The Supplier shall comply with the Buyer's reasonable site rules, security policies and acceptable use policies when on the Buyer's premises or systems.

The Supplier acknowledges that this Agreement is non-exclusive. The Buyer makes no minimum volume or value commitment and may, at any time, procure the same or similar goods or services from other suppliers, including internally.

3. Pricing and Payment Terms

The prices for the Deliverables are set out in Schedule 2 (Pricing) or in the applicable Ordering Document, in [CURRENCY]. Prices are fixed for the initial term of this Agreement unless expressly stated otherwise. After the initial term, the Supplier may propose price changes no more than once per twelve (12) month period, on at least ninety (90) days' written notice, with such changes taking effect only if accepted in writing by the Buyer; the Buyer's failure to accept a proposed change is not a breach of this Agreement.

The Supplier shall invoice the Buyer in accordance with the milestones, delivery events or billing schedule in the Ordering Document. Each invoice must reference (a) this Agreement and the relevant Ordering Document, (b) the line item and description of Deliverables, (c) the quantity and unit price, (d) tax breakdown, (e) the currency, and (f) the Supplier's bank details. Payment terms are [PAYMENT_TERMS] from receipt of a correct invoice and acceptance of the corresponding Deliverables under Section 4. The Buyer may withhold any amount that is reasonably disputed pending resolution and may set off amounts owed by the Supplier or its affiliates to the Buyer or its affiliates. Prices are exclusive of applicable VAT, GST, sales tax and equivalent indirect taxes, which shall be added where properly chargeable and shown separately on the invoice.

4. Delivery, Acceptance and Service Levels

The Supplier shall deliver goods and complete service milestones by the dates set out in the relevant Ordering Document. Time is of the essence in respect of delivery dates expressly designated as critical. Delivery of goods shall be made on the Incoterms 2020 basis stated in the Ordering Document (default: DAP at the Buyer's delivery address).

Each Deliverable is subject to acceptance by the Buyer. The Buyer shall have [INSPECTION_DAYS] business days from delivery (or from completion of a service milestone) to inspect the Deliverable against the agreed specifications and acceptance criteria and to notify the Supplier in writing of any non-conformity ("Acceptance Period"). A Deliverable is deemed accepted only when the Buyer issues a written acceptance, or the Acceptance Period expires with no written notice of non-conformity. Payment of an invoice, signing of a delivery note, or use of a Deliverable for inspection or testing does not constitute acceptance. If a Deliverable is rejected, the Supplier shall, at the Buyer's option, promptly repair, replace, or re-perform at its own cost, or refund amounts paid for the rejected Deliverable, without prejudice to other remedies.

Where service levels are stated in the Ordering Document, the Supplier shall meet or exceed those service levels. Failure to meet service levels may result in service credits as set out in the Ordering Document and, where service-level failures are material or persistent, may constitute a material breach for the purposes of Section 8.

5. Warranties and Representations

The Supplier warrants and represents that (a) it has full power, authority and the necessary licences, permits and consents to enter into and perform this Agreement; (b) the Deliverables will conform in all material respects to the specifications and to any samples, drawings and descriptions provided; (c) goods will be new (unless expressly agreed otherwise), of merchantable quality, fit for the purpose made known to the Supplier, free from defects in design, materials and workmanship, and free of liens and encumbrances; (d) services will be performed in a professional and workmanlike manner by suitably qualified personnel; (e) the Deliverables and the Supplier's performance comply with all applicable laws, regulations, industry codes and the requirements of Section 12; (f) the Deliverables do not infringe the intellectual property rights of any third party; and (g) any software, firmware or digital component is free of malicious code and is supported with security patches consistent with good industry practice.

The warranty period for goods is [WARRANTY_PERIOD_GOODS] from acceptance, and for services is [WARRANTY_PERIOD_SERVICES] from completion of the relevant service. During the warranty period, the Supplier shall, at its cost and at the Buyer's option, repair, replace, or re-perform any non-conforming Deliverable.

6. Indemnification

The Supplier shall defend, indemnify and hold harmless the Buyer, its affiliates, and their respective directors, officers, employees, agents and customers (the "Buyer Indemnified Parties") from and against any third-party claim, action, demand, loss, damage, liability, fine, penalty, settlement and reasonable cost (including legal fees) arising out of or in connection with (a) any breach by the Supplier of this Agreement, including the warranties in Section 5; (b) any defect in the Deliverables or any non-compliance with applicable laws or specifications; (c) any actual or alleged infringement of intellectual property rights by the Deliverables; (d) any personal injury, death or property damage caused by the Supplier, its personnel or the Deliverables; (e) any breach of confidentiality (Section 9) or data protection obligations (Section 10) by the Supplier; (f) any breach by the Supplier of the compliance obligations in Section 12; and (g) any claim by Supplier personnel that they are employees of the Buyer.

The indemnified Party shall give the indemnifying Party prompt written notice of any claim, allow the indemnifying Party to control the defence (subject to reasonable input from the indemnified Party), and provide reasonable cooperation at the indemnifying Party's cost. The indemnifying Party shall not settle any claim without the indemnified Party's prior written consent if such settlement imposes any obligation, admission or restriction on the indemnified Party.

7. Limitation of Liability

Subject to the carve-outs below, each Party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the amount paid or payable by the Buyer to the Supplier under this Agreement in the twelve (12) month period preceding the event giving rise to liability, or (b) [LIABILITY_CAP_FLOOR] [CURRENCY].

Neither Party is liable to the other for any indirect, special, consequential, incidental or punitive damages, or for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings or loss of opportunity, however arising, even if advised of the possibility of such damages.

The exclusions and limitations above do not apply to: (i) the Supplier's indemnification obligations under Section 6; (ii) breach of confidentiality (Section 9); (iii) breach of data protection obligations (Section 10), for which the cap shall be [DATA_LIABILITY_CAP_MULTIPLE] times the cap in Section 7(a); (iv) any liability arising from fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (v) any liability for death or personal injury caused by negligence; (vi) any sums due for goods or services already delivered and accepted; or (vii) any liability that cannot be limited or excluded as a matter of applicable law.

8. Term and Termination

This Agreement begins on the Effective Date and continues for an initial term of [INITIAL_TERM_YEARS] years, after which it automatically renews for successive periods of [RENEWAL_PERIOD] unless either Party gives written notice of non-renewal at least [NON_RENEWAL_NOTICE_DAYS] days before the end of the then-current term.

Either Party may terminate this Agreement or any Ordering Document immediately on written notice if the other Party (a) commits a material breach that is incapable of cure or is not cured within thirty (30) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to bankruptcy, administration, liquidation or similar proceedings, or ceases to carry on business; or (c) undergoes a change of control to a competitor of the terminating Party or to a person subject to sanctions described in Section 12.

The Buyer may also terminate this Agreement or any Ordering Document for convenience on [CONVENIENCE_NOTICE_DAYS] days' written notice; in such case, the Buyer shall pay for Deliverables already accepted and the Supplier's reasonable, documented, unavoidable costs of work-in-progress, capped at the value of the terminated portion. Either Party may terminate the affected portion of this Agreement if a force majeure event continues for more than [FORCE_MAJEURE_LONG_STOP_DAYS] consecutive days, as set out in Section 13.

On termination or expiry for any reason: (i) each Party shall return or destroy the other's Confidential Information in accordance with Section 9; (ii) the Buyer shall pay all undisputed sums owed for Deliverables accepted before termination; (iii) the Supplier shall, on reasonable request, provide reasonable transition assistance for a period of up to [TRANSITION_PERIOD_DAYS] days at the rates in Schedule 2 (or, if none, at the Supplier's then-standard rates); and (iv) provisions that by their nature are intended to survive (including confidentiality, data protection, indemnities, limitation of liability, governing law and dispute resolution) survive termination.

9. Confidentiality

Each Party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public information of the other Party (the "Disclosing Party") disclosed in connection with this Agreement, and shall use such information solely to perform its obligations and exercise its rights under this Agreement. The Receiving Party may disclose Confidential Information only to its personnel, affiliates and professional advisors who have a need to know and who are bound by written or professional obligations of confidentiality at least as protective as those in this Agreement; the Receiving Party is responsible for any breach by such persons.

Confidentiality obligations do not apply to information that (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure without restriction; (c) is independently developed without use of the Confidential Information; (d) is lawfully received from a third party with the right to disclose it; or (e) is required to be disclosed by law or court order, in which case the Receiving Party shall, where lawfully permitted, give the Disclosing Party prompt notice and reasonable opportunity to seek a protective order. Confidentiality obligations survive termination of this Agreement for [CONFIDENTIALITY_SURVIVAL_YEARS] years, and indefinitely with respect to information that constitutes a trade secret under applicable law.

10. Data Protection

To the extent the Supplier processes Personal Data (as defined under the EU/UK General Data Protection Regulation, the Canadian Personal Information Protection and Electronic Documents Act, or other applicable data protection laws — collectively, "Data Protection Laws") on behalf of the Buyer, the Supplier acts as a processor (or service provider, as the case may be) and the Buyer as controller, and the Parties shall enter into a Data Processing Addendum ("DPA") that forms part of this Agreement and complies with Article 28 of the GDPR or equivalent provisions of other Data Protection Laws.

The Supplier shall (a) process Personal Data only on the documented instructions of the Buyer; (b) ensure that persons authorised to process Personal Data are bound by confidentiality obligations; (c) implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and accidental loss, destruction or damage; (d) not engage any sub-processor without the Buyer's prior written authorisation (which may be general, subject to advance notice of changes); (e) assist the Buyer in responding to data subject requests and in complying with data protection impact assessments and consultations with regulators; (f) notify the Buyer of any actual or suspected personal data breach without undue delay and in any event within forty-eight (48) hours of becoming aware; (g) on the Buyer's request at termination, return or delete Personal Data, except as required to be retained by law; and (h) make available to the Buyer all information necessary to demonstrate compliance and allow for audits, on reasonable notice and no more than once per twelve (12) month period unless required by a regulator or following a personal data breach.

Where Personal Data is transferred outside the European Economic Area, the United Kingdom, Canada or other relevant jurisdiction, the Parties shall implement an appropriate transfer mechanism (including Standard Contractual Clauses, the UK International Data Transfer Addendum, binding corporate rules, or an applicable adequacy decision) before any such transfer.

11. Insurance

The Supplier shall maintain, at its cost, with reputable insurers, the following minimum levels of insurance throughout the term of this Agreement and for [INSURANCE_TAIL_YEARS] years after termination: (a) commercial general liability insurance with a limit of not less than [CGL_LIMIT] [CURRENCY] per occurrence; (b) professional indemnity / errors and omissions insurance (for services) with a limit of not less than [PI_LIMIT] [CURRENCY] per claim and in the aggregate; (c) cyber liability insurance (where the Supplier processes Personal Data or accesses the Buyer's systems) with a limit of not less than [CYBER_LIMIT] [CURRENCY] per claim; (d) workers' compensation / employer's liability insurance to statutory minimums; and (e) where goods are shipped under Supplier-arranged transport, cargo insurance covering the value of the goods in transit.

The Supplier shall name the Buyer as an additional insured on the commercial general liability policy and shall procure a waiver of subrogation in favour of the Buyer on all policies, to the extent permitted by law. The Supplier shall provide certificates of insurance evidencing the above coverages on request and shall give the Buyer at least thirty (30) days' written notice of any cancellation, non-renewal or material adverse change.

12. Compliance — Anti-Bribery, Modern Slavery, Sanctions and Supplier Code of Conduct

The Supplier represents, warrants and undertakes that it has not, and will not, directly or indirectly, offer, promise, give, request, agree to receive or accept any financial or other advantage in connection with this Agreement that would breach any applicable anti-corruption or anti-bribery laws, including the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act, and any equivalent local laws. The Supplier shall maintain adequate procedures designed to prevent bribery and corruption by its personnel and shall promptly notify the Buyer of any request or demand for any undue financial or other advantage of any kind received in connection with this Agreement.

The Supplier shall comply with all applicable anti-slavery and human-trafficking laws, including the UK Modern Slavery Act 2015, the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act, the German Supply Chain Due Diligence Act, the EU Forced Labour Regulation, and equivalent laws in jurisdictions where it operates. The Supplier shall take reasonable steps to ensure that no slavery, servitude, forced labour, child labour or human trafficking occurs in its operations or in its supply chain.

The Supplier represents that neither it nor any of its directors, officers, owners, personnel or sub-suppliers is (a) a person subject to economic sanctions administered or enforced by the United States, the European Union, the United Kingdom, Canada, the United Nations Security Council or any other relevant authority; (b) located in or organised under the laws of a sanctioned territory; or (c) owned or controlled by such a person. The Supplier shall comply with all applicable export control and sanctions laws and shall not, in performing this Agreement, take any action that would cause the Buyer to violate such laws.

The Supplier shall comply with the Buyer's Supplier Code of Conduct attached as Schedule 3 (or available at [SUPPLIER_CODE_URL]), as the same may be updated from time to time on reasonable notice. Breach of Section 12 is a material breach incapable of cure.

13. Force Majeure

Neither Party is liable for any delay or failure to perform its obligations (other than obligations to make payment) to the extent caused by events beyond its reasonable control that could not have been avoided or overcome by reasonable measures, including but not limited to acts of God, fire, flood, earthquake, severe weather, war, terrorism, civil unrest, embargoes, governmental orders, changes in law, pandemics, epidemics and public health emergencies (whether or not foreseeable at the Effective Date), labour disputes affecting third parties, failures of telecommunications or utilities not within the affected Party's control, and cyber attacks that occur despite the affected Party's compliance with good industry security practice ("Force Majeure Event").

The affected Party shall (a) give the other Party prompt written notice of the Force Majeure Event, the affected obligations and the expected duration; (b) use reasonable endeavours to mitigate the impact and resume performance as soon as practicable; and (c) provide regular status updates. Payment obligations for Deliverables already accepted are not excused by a Force Majeure Event. If a Force Majeure Event continues for more than [FORCE_MAJEURE_LONG_STOP_DAYS] consecutive days, the unaffected Party may terminate the affected portion of this Agreement (or any affected Ordering Document) by written notice without further liability, save for accrued obligations.

14. Sustainability and Supplier Code of Conduct

The Supplier shall conduct its business in a manner consistent with good environmental, social and governance ("ESG") practice and with the Buyer's Supplier Code of Conduct (Schedule 3). The Supplier shall, on reasonable request and no more than annually, complete a sustainability self-assessment in the form provided by the Buyer (which may align with ISO 20400, EcoVadis, CDP or similar frameworks) and provide reasonable supporting information.

The Supplier shall take reasonable steps to reduce the environmental impact of its operations and of the Deliverables, including by progressing toward measurable improvements in energy efficiency, greenhouse gas emissions, water use, waste management, packaging and circularity. Where the Buyer has published science-based or net-zero targets, the Supplier shall cooperate in good faith with the Buyer's data-collection and improvement initiatives required to meet those targets, including providing relevant Scope 3 emissions data on reasonable request. The Buyer may require the Supplier to prepare an improvement plan, and persistent failure to make reasonable progress, after notice and opportunity to remediate, may be treated as a material breach.

15. Dispute Resolution

If a dispute arises out of or in connection with this Agreement, the Parties shall first attempt to resolve it through good-faith negotiation between senior representatives of each Party within thirty (30) days of written notice of the dispute. If the dispute remains unresolved, the Parties shall attempt mediation administered by [MEDIATION_INSTITUTION] before resorting to litigation or arbitration.

If the dispute is not resolved through mediation within sixty (60) days of the mediation request, the dispute shall be [LITIGATION_OR_ARBITRATION_CHOICE] (for example, "finally resolved by arbitration under the rules of [ARBITRAL_INSTITUTION] by [NUMBER_OF_ARBITRATORS] arbitrator(s) in [SEAT_OF_ARBITRATION], in the English language" or "submitted to the exclusive jurisdiction of the courts of [JURISDICTION]"). Nothing in this Section prevents a Party from seeking urgent injunctive or other equitable relief from any court of competent jurisdiction.

16. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of [GOVERNING_LAW], without regard to its conflict of laws rules and excluding the UN Convention on Contracts for the International Sale of Goods.

17. General Provisions

(a) Notices. All notices and other communications under this Agreement shall be in writing and given to the addresses in Section 1 (or such other address as a Party may designate) by hand, courier, registered post, or email with confirmation of receipt. Notices given by email are deemed received on the next business day after transmission, provided the sender has not received a delivery-failure message.

(b) Assignment and subcontracting. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party's prior written consent, except that either Party may assign without consent to a successor in connection with a merger, acquisition or sale of substantially all its assets (other than to a competitor of, or party sanctioned by reference to, the other Party). The Supplier shall not subcontract any material part of its obligations without the Buyer's prior written consent, and the Supplier remains responsible for the acts and omissions of its subcontractors as if they were its own.

(c) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and the Parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original commercial intent as closely as possible.

(d) No waiver. A failure or delay by either Party to enforce any provision is not a waiver of that or any other provision. Any waiver must be in writing and signed by the waiving Party.

(e) Independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between the Parties. Neither Party has the authority to bind the other.

(f) Entire agreement. This Agreement, together with its schedules and any Ordering Documents, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, representations, and agreements, whether oral or written. Each Party acknowledges that it has not relied on any representation not expressly set out in this Agreement, save that nothing limits liability for fraudulent misrepresentation.

(g) Counterparts and electronic signature. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and which together constitute one instrument.

(h) Publicity. Neither Party may use the other Party's name, logo or trademarks, or refer to the other Party in any press release, marketing material or public statement, without the other Party's prior written consent, except as required by law or stock exchange rules.

18. Legal Disclaimer

This template is provided by ProcureSwift as a starting point and does not constitute legal advice. Please have it reviewed by qualified legal counsel before use in any contractual or commercial setting. ProcureSwift makes no warranties about its fitness for any specific purpose.