Getting an AI-drafted supplier agreement checked

A supply agreement produced with an AI drafting tool covers ordering, delivery, price, warranty and liability in terms drawn from the US Uniform Commercial Code: 'merchantability', 'FOB shipping point', 'disclaimer of implied warranties' in capitals, and a governing law from a US state. A supplier in England and Wales sells under the Sale of Goods Act 1979, whose implied terms can be excluded against a business only if the exclusion is reasonable, and whose rules on risk, title and acceptance decide who bears a loss. I review the agreement against English law and the goods supplied, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Manufacturers, wholesalers, importers and distributors in England and Wales that have drafted a supply agreement or supplier terms using an AI tool as their standard contract with business customers, and want it checked and corrected before it is used. The review is of the client's own document; terms for consumers are reviewed under the terms and conditions service.

What the review checks in an AI-drafted supplier agreement

The implied terms and the exclusions that survive

Goods sold in the course of a business carry implied terms of description under section 13 of the Sale of Goods Act 1979 and of satisfactory quality and fitness for purpose under section 14, and a supplier may exclude them against a business customer only where the exclusion is reasonable under section 6 of the Unfair Contract Terms Act 1977, and may exclude liability in its standard terms only within the reasonableness test in section 3. A US-style disclaimer of 'all warranties including merchantability' is not a term English law recognises. The review drafts a warranty for a period with repair, replacement or credit as the remedy, and exclusions likely to survive the test.

Delivery, risk, title and retention of title

The review checks the delivery term, the point at which risk passes, which under section 20 of the Sale of Goods Act 1979 follows property unless agreed, and the retention of title clause, which section 19 permits and which should be confined to the goods themselves, since a clause claiming the proceeds of resale or products made from the goods is a charge requiring registration under section 859A of the Companies Act 2006. It replaces US shipping terms with an Incoterm or a plain delivery clause, and states who insures the goods in transit.

Acceptance, rejection and the inspection period

A business buyer has a reasonable opportunity to examine the goods before acceptance under section 34 of the Sale of Goods Act 1979 and loses the right to reject once it has accepted them under section 35, and the review drafts an inspection period, a procedure for notifying shortages and defects, the supplier's right to inspect rejected goods, and the treatment of latent defects, so that the supplier's exposure to rejection is defined rather than open.

Product safety, liability and the supply chain

The supplier is the producer, or the importer, for the purposes of Part I of the Consumer Protection Act 1987 and the General Product Safety Regulations 2005 where the goods reach consumers, with strict liability for defective products and obligations on safety and recall. The review checks the warranty and indemnity provisions against that position, adds a recall clause allocating responsibility and cost, checks the product liability insurance obligation, and, where the supplier imports, the warranties it needs from its own manufacturer.

Price, payment, interest and the credit account

The review checks the price and the supplier's right to change it, the payment period, interest on late payment, which the Late Payment of Commercial Debts (Interest) Act 1998 sets at the statutory rate with fixed compensation unless the contract provides a substantial remedy, the supplier's right to suspend supply and withdraw credit, and the set-off provision. An AI draft may set interest at a rate that is a penalty or provide for 'attorneys' fees and costs of collection' in US terms, and the review drafts the English provisions.

Term, termination, force majeure and the boilerplate

The review checks the term and the minimum purchase or forecast obligations, termination for breach and insolvency, subject to section 233B of the Insolvency Act 1986, which restricts a supplier terminating supply only because the customer has entered an insolvency procedure, the force majeure clause and what it covers, and the boilerplate, replacing a US state's law and courts with English law and jurisdiction, and a 'no third party beneficiaries' clause with the exclusion of rights under section 1 of the Contracts (Rights of Third Parties) Act 1999.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted agreement disclaims the implied warranty of merchantability. Does that work in England?

Merchantability is a US term. In England the implied terms are satisfactory quality and fitness for purpose under the Sale of Goods Act 1979, and they can be excluded against a business only where the exclusion is reasonable. The review drafts a warranty and exclusions that will hold.

The draft says we keep title to the goods and to anything made from them. Is that enforceable?

Title to the goods themselves can be retained until payment; a claim to products made from them or to the proceeds of resale is a charge that is void unless registered at Companies House. The review confines the clause to the goods.

Can we stop supplying a customer that goes into administration?

Not on that ground alone: section 233B of the Insolvency Act 1986 restricts a supplier terminating supply only because the customer has entered an insolvency procedure. You can terminate for non-payment during the procedure and in the cases the section allows. The review drafts the clause accordingly.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Terms and conditions drafting, £995
• Getting an AI-drafted distribution agreement checked
• Reviewing a retention of title clause in supplier terms

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.