Supplier contract template

Preamble

The place and date are recorded on signing. The signed version states the Buyer's and Supplier's full names, registration and tax details, addresses, representatives and authority.

1. Subject matter

1. The Supplier supplies goods and/or services under approved Specifications, and the Buyer accepts and pays for proper performance.
2. Each Specification states the item number, manufacturer, quantity, price, VAT, dates, address, document set, warranty and packaging requirements.
3. The manufacturer, material, design or scope may not be substituted without the Buyer's prior written consent.

2. Representations and compliance

1. The Supplier represents that it has authority, the goods are lawfully sourced, the documents are accurate and no known encumbrances exist.
2. The Supplier shall comply with applicable safety, marking, personal-data, anti-corruption, export-control and sanctions requirements.
3. An inaccurate representation gives the Buyer the remedies available by law, including damages and termination where the breach is material.

3. Quality and documents

1. The goods shall comply with the Specification, approved sample, mandatory requirements and the intended use communicated to the Supplier.
2. The data sheet, instructions, mandatory certificate or declaration, drawing, packing list, warranty documents and universal transfer document shall be supplied at the same time.
3. Missing a mandatory document constitutes incomplete delivery until remedied.

4. Dates and logistics

1. Time is of the essence for a Specification where expressly stated. The Supplier shall immediately report any delay risk together with a recovery plan.
2. Packaging must prevent corrosion, deformation and damage under the agreed transport method. Marking shall include the order and item numbers.
3. Risk passes after acceptance at the agreed location; title passes under the Specification and applicable law.

5. Acceptance and nonconformities

1. Quantity and visible damage are checked on receipt; hidden defects may be notified after discovery within the warranty period.
2. At the Buyer's lawful election and at its own cost, the Supplier shall replace the goods, remedy the defect, complete the delivery or refund the price within the agreed period.
3. After notice, the Buyer may make an emergency replacement purchase from a third party where its obligations are at risk. A reasonable price difference and documented costs are recoverable where legally justified.

6. Price and payment

1. The price includes packaging, marking and documents, and delivery where stated in the Specification. The VAT rate and legal basis are recorded separately and checked by an accountant against the law in force on the transaction date.
2. The signed Specification states the payment period after proper delivery and receipt of correct closing documents, as well as any advance-payment terms.
3. After notifying the Supplier, the Buyer may withhold the disputed portion of payment until a documented nonconformity is remedied.

7. Liability and indemnification

1. The signed version states the amount and cap of penalties for delay or missing documents, subject to applicable law.
2. Where legally justified, the Supplier shall compensate documented direct losses caused by defects, shortages, infringement of third-party rights or inaccurate documents.
3. Liability is not limited for intentional breach or in other cases where limitation is prohibited.

8. Rights in deliverables and media

1. Where drawings, text, photographs or software are created, the Specification defines ownership or the licence. The Supplier warrants that it may transfer the agreed rights.
2. Product photographs for the website may be supplied only where publication rights and consent exist; the source and restrictions must be stated in writing.

9. Confidentiality and data

1. The Supplier shall use Buyer customer and site data only to perform the order, restrict access and notify incidents.
2. Subcontracting is permitted provided that the Supplier remains responsible and confidentiality requirements are preserved.

10. Force majeure, termination and disputes

1. Force majeure requires timely notice, causation and evidence. Price increases and a sub-supplier's breach do not by themselves excuse performance.
2. Within the limits of law, the Buyer may terminate a Specification for material or repeated delay, supply of an unapproved substitute or a material defect.
3. The signed version states the claim-response period. Russian law applies; where permitted, disputes are heard by the commercial court at the Buyer's location.
4. Appendices: Specification; quality, packaging and document-exchange requirements; schedule; party details and signatures.