Sections
Progress
1 / 13
Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Vendor Agreement (Supplier Agreement) is the master contract between a business and a supplier of goods or services that governs an ongoing commercial relationship — product specifications, pricing and price adjustment mechanisms, minimum order quantities, lead times, delivery terms (FOB, CIF), quality standards and inspection rights, indemnification, product liability insurance, and exclusivity. More comprehensive than a purchase order, which is a transaction-level document. The vendor agreement governs the overall relationship; purchase orders are issued under it. Critical for any business whose operations depend on a single or preferred supplier. Fill out this free vendor / supplier agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Agreement Terms.
This Vendor Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Buyer"), and ______________, located at ______________ ("Vendor").
Vendor agrees to supply Buyer with the following products and/or services (the "Products"): ______________. All Products shall conform to the specifications, samples, and standards agreed upon in writing by the Parties, and shall meet the quality standards set forth in Section 4 below.
Buyer shall issue written Purchase Orders specifying the Products ordered, quantity, required delivery date, and shipping instructions. Vendor shall confirm or reject each Purchase Order within 3 business days of receipt. Confirmed Purchase Orders are binding on both Parties. The terms of this Agreement govern all Purchase Orders and prevail over any conflicting terms in Vendor's order acknowledgments or invoices.
______________
All Products must be new, merchantable, free from defects in materials and workmanship, and fit for the purpose for which they are intended. Buyer may inspect all Products upon delivery and shall notify Vendor of any defects within 30 days of receipt. Vendor shall, at its option, replace or refund the price of any defective Product.
Delivery terms: ______________. Standard lead time: as mutually agreed per Purchase Order. Time is of the essence for all deliveries. Vendor shall notify Buyer promptly of any anticipated delay. Late deliveries may result in cancellation of the affected Purchase Order and sourcing from alternate suppliers at Vendor's expense.
This Agreement is non-exclusive. Buyer may purchase the same or similar products from other vendors at Buyer's discretion.
Vendor warrants that: (a) all Products will conform to agreed specifications; (b) Products will be free from defects in design, materials, and workmanship; (c) Products will be fit for their intended purpose; (d) Vendor has the right to sell the Products free of any third-party intellectual property claims; and (e) Products comply with all applicable federal, state, and local laws and regulations.
Vendor shall indemnify, defend, and hold harmless Buyer from any claims, damages, or expenses arising from: (a) Vendor's breach of any warranty; (b) any actual or alleged defect in any Product; (c) any infringement of third-party intellectual property rights by any Product; or (d) Vendor's negligence or willful misconduct. Vendor shall maintain product liability insurance with minimum limits of $1,000,000 per occurrence and shall provide Buyer with a certificate of insurance naming Buyer as additional insured upon request.
This Agreement shall commence on ______________ and continue for an initial term of 1 year(s), automatically renewing for successive one-year terms unless either Party provides 60 days' written notice of non-renewal. Either Party may terminate for cause upon 30 days' written notice if the other Party materially breaches this Agreement and fails to cure within the notice period.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.