Vendor Contract Template

The clauses follow the order most supplier agreements use: who, what, how much, for how long, and what happens if things go wrong. Keep clause numbers stable so later amendments can refer to them. Delete any clause that does not apply rather than leaving it blank.

1. 01Parties and effective date

   Agreement title, the date it takes effect, and the legal names, registered addresses and company numbers of buyer and vendor.

2. 02Scope of goods or services

   What the vendor supplies, described in Schedule A, and how changes to scope are agreed.

3. 03Delivery and milestones

   Where and when delivery happens, key milestones and what counts as late.

4. 04Quality and acceptance

   The standard the work must meet and how and when the buyer accepts or rejects it.

5. 05Pricing

   Flat fee, hourly rate or unit price, set out in Schedule B, and any rules on price changes.

6. 06Invoicing and payment

   When the vendor can invoice, payment terms such as Net 30, required invoice details and late fees.

7. 07Term and renewal

   Start and end dates, and whether and how the agreement renews.

8. 08Termination

   Notice to end for convenience, the right to end for breach and what happens on exit.

9. 09Confidentiality

   How each party protects the other's non-public information, during and after the term.

10. 10Warranties

    The vendor's promises about the quality of goods or services, and the remedy if they fall short.

11. 11Liability and indemnity

    The cap on each party's liability, excluded losses and who covers which third-party claims.

12. 12Insurance

    The types and minimum amounts of cover the vendor must hold, and proof required.

13. 13Governing law and disputes

    Which country's law applies, the courts with jurisdiction and any escalation step first.

14. 14Signatures

    Name, title, signature and date for an authorised representative of each party.

2. Scope
[Vendor Name] will supply the [goods / services] described in Schedule A (the "Deliverables") from [Start Date]. Any change to the Deliverables must be agreed in a written change order signed by both parties before work on it begins.

6. Invoicing and Payment
[Vendor Name] will invoice [Buyer Name] [monthly in arrears / on delivery], quoting the purchase order number [PO Number]. [Buyer Name] will pay each undisputed invoice within [30] days of receipt. [Buyer Name] will notify [Vendor Name] of any disputed amount within [10] days, and the parties will resolve it in good faith.

8. Termination
Either party may terminate this Agreement for convenience on [60] days' written notice. Either party may terminate immediately by written notice if the other materially breaches this Agreement and does not remedy the breach within [14] days of being asked to do so. [Buyer Name] will pay for Deliverables accepted before the termination date.

Services contracts focus on what the vendor does, while supply contracts focus on what arrives, when and in what condition. Swap clauses 2 to 4 of the main template for the five below. Keep pricing in a schedule, because unit prices change more often than terms.

1. 01Forecasts and orders

   Whether the buyer shares forecasts, how purchase orders are placed and how fast the vendor must confirm them.

2. 02Delivery terms

   Delivery address, lead time and who pays for shipping, stated using a named Incoterms rule where goods cross borders.

3. 03Inspection and rejection

   How many days the buyer has to inspect goods and reject defective ones, and the vendor's duty to replace or refund.

4. 04Title and risk

   When ownership passes and when responsibility for loss or damage moves to the buyer.

5. 05Product warranties

   Goods match the specification, are free from defects for a stated period and comply with applicable law.

4. Inspection and Rejection
[Buyer Name] may inspect the Goods within [10] business days of delivery. If any Goods do not meet the Specification in Schedule A, [Buyer Name] may reject them by written notice. [Vendor Name] will, at [Buyer Name]'s choice, replace the rejected Goods within [5] business days or refund the price paid for them, and will collect them at its own cost.

Disputes over money usually come from ambiguity: whether a price includes delivery, when an invoice may be raised, or how much a price may rise at renewal. The schedule answers each of those per line. Attach it as Schedule B and refer to it from clause 5.

Illustrative Schedule B for Harbour Facilities, not a real price list.

Prices in Schedule B are fixed for the first [12] months. After that, [Vendor Name] may propose a change by giving [90] days' written notice. Any increase may not exceed [the lower of 5% and the change in [index]] over the previous 12 months unless [Buyer Name] agrees in writing.

Lumen Retail is contracting Harbour Facilities to clean its head office. The table shows the key terms as they would appear in the finished agreement. All names and figures are illustrative.

Illustrative example, not a real agreement.

Use the checklist on the vendor's paper too, since many suppliers will send their own terms. Mark each item yes, no or changed, and send the no items back with your proposed wording. Read more on supplier contract management after signing.