Supply of Goods Agreement (B2B)

A supply of goods agreement is governed by a layer of statutory rules, including the Sale of Goods Act and, if a consumer is involved, the Consumer Rights Act, which imply terms whether the contract addresses them or not. A key drafting question is therefore how to address matters such as quality and fitness for purpose, in a way that is fully consistent with mandatory statutory obligations whilst being appropriate for your operating model and risk appetite.

What B2B supply contracts need to get right

The points that consistently matter in B2B supply are title and risk passing; warranty period and remedies; liability caps; force majeure and supply chain disruption; and termination for material breach. A good agreement is specific to the goods being supplied and the supply chain they are part of.

A clear written agreement protects both parties, reduces the risk of disputes, and provides a framework for managing the ongoing commercial relationship.

This service is suitable for B2B supply relationships. Consumer supply terms involve additional statutory requirements and should be drafted as consumer terms (see Consumer Terms and Conditions).

Example: a typical scope and fixed fee

For a B2B supply of goods relationship between two parties, the typical scope looks like this.

What's included

• A consultation to understand the goods, supply chain, and commercial relationship
• Drafting of a supply agreement covering specifications, quality, delivery, risk, title, returns, liability, and termination
• One round of revisions based on your feedback
• Final version ready to use

What's outside this scope

• Consumer supply terms (see Consumer Terms and Conditions)
• Negotiation with the other party beyond the scope described above
• Regulatory advice on product safety or sector-specific requirements
• Tax advice

Fixed fee: £550, no VAT.

How I will approach your matter

Once you have instructed me, I will arrange a consultation to understand the goods, supply chain, and commercial relationship before drafting. The agreement will be specific to your products, supply chain and how your business operates.