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Supplier Relationship Agreement Template for England and Wales

A Supplier Relationship Agreement is a comprehensive legal document governed by English and Welsh law that establishes the terms and conditions for an ongoing commercial relationship between a supplier and customer. It covers essential aspects including supply obligations, service levels, payment terms, liability allocation, and risk management. The agreement ensures compliance with UK legislation including the Sale of Goods Act 1979, Supply of Goods and Services Act 1982, and relevant data protection laws.

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What is a Supplier Relationship Agreement?

The Supplier Relationship Agreement is designed for businesses seeking to establish a formal, long-term supply arrangement under English and Welsh law. This contract type is particularly crucial for organizations requiring consistent supply of goods or services, setting clear expectations for quality, delivery, and performance. It addresses key commercial considerations including pricing mechanisms, service levels, and risk allocation, while ensuring compliance with relevant UK legislation. The agreement typically forms the foundation for ongoing business relationships and can be customized to specific industry requirements.

What sections should be included in a Supplier Relationship Agreement?

1. Parties: Identifies and defines the contracting parties with full legal names and addresses

2. Background: Sets out context and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules

4. Supply of Goods/Services: Core obligations regarding the supply arrangement

5. Payment Terms: Pricing, payment schedule, invoicing requirements

6. Service Levels: Performance standards and metrics

7. Term and Termination: Duration, renewal, and termination provisions

8. Confidentiality: Protection of confidential information

9. Liability and Indemnities: Risk allocation between parties

10. General Provisions: Standard boilerplate clauses including governing law

What sections are optional to include in a Supplier Relationship Agreement?

1. Data Protection: Required when personal data is processed under GDPR and Data Protection Act 2018

2. Intellectual Property: IP ownership and licensing terms for created or transferred intellectual property

3. Change Control: Process for managing changes in complex or long-term relationships

4. Insurance: Insurance requirements for high-risk supplies or services

5. Anti-Bribery: Compliance with anti-corruption laws for international or high-value contracts

What schedules should be included in a Supplier Relationship Agreement?

1. Schedule 1 - Services Description: Detailed specification of services/goods

2. Schedule 2 - Charges: Detailed pricing structure and rates

3. Schedule 3 - Service Levels: Detailed performance metrics and KPIs

4. Schedule 4 - Data Processing Agreement: Required for GDPR compliance if processing personal data

5. Schedule 5 - Change Control Procedure: Detailed process for implementing changes

6. Appendix 1 - Key Personnel: List of key staff and roles

7. Appendix 2 - Form of Purchase Order: Template for ordering goods/services

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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