Vendor / Supplier Agreement

This Vendor/Supplier Agreement (“Agreement”) is made and entered into as of [Date], by and between:

[Company Name], a company organized and existing under the laws of [Country/State], with its principal place of business at [Address] (hereinafter referred to as the “Buyer” or “Company”),

and

[Vendor/Supplier Name], a company organized and existing under the laws of [Country/State], with its principal place of business at [Address] (hereinafter referred to as the “Vendor” or “Supplier”).

Collectively referred to as the “Parties” and individually as a “Party.”

1. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Vendor shall supply goods and/or services (“Products” or “Services”) to the Company.

2. Scope of Supply

The Vendor agrees to provide the Products and/or Services as described in Schedule A (Scope of Work / Product Specifications).
All deliveries and services must meet the specifications, quality standards, and timelines agreed upon by the Parties.

3. Term and Termination

3.1 Term

This Agreement shall commence on the Effective Date and shall remain in effect for [X years/months], unless terminated earlier in accordance with this Agreement.

3.2 Termination for Convenience

Either Party may terminate this Agreement with [30/60/90] days written notice to the other Party.

3.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Breaches any material term of this Agreement and fails to remedy such breach within [X days] of receiving written notice; or
• Becomes insolvent or enters bankruptcy.

3.4 Effect of Termination

Upon termination, the Vendor shall:

• Cease all work;
• Deliver completed or partially completed Products; and
• Return all Company property, information, and documentation.

4. Pricing and Payment

• Prices shall be as stated in Schedule B (Pricing & Payment Terms).
• Vendor shall issue invoices after delivery and acceptance of goods/services.
• Payments will be made within [X days] of receipt of a valid invoice, unless otherwise agreed.
• All prices are inclusive/exclusive of applicable taxes (specify as appropriate).

5. Delivery and Acceptance

• Delivery shall be made to [Delivery Address] in accordance with the agreed schedule.
• The Vendor shall ensure packaging, labeling, and transportation meet all safety and legal standards.
• The Company reserves the right to inspect and reject any goods or services not conforming to agreed specifications.

6. Warranties and Representations

The Vendor represents and warrants that:

• All goods and services shall be of merchantable quality, fit for purpose, and free from defects.
• All work shall be performed by qualified personnel in a professional and workmanlike manner.
• It holds all necessary licenses, permits, and approvals to perform its obligations under this Agreement.
• All goods supplied are free from third-party claims, liens, or encumbrances.

7. Compliance and Ethics

The Vendor agrees to comply with:

• All applicable laws, regulations, and standards, including labor, environmental, and safety laws.
• The Company’s Code of Conduct and Anti-Bribery, Anti-Corruption, and AML/CFT Policies (if applicable).
• All sanctions, trade control, and anti-money laundering requirements.

The Vendor must immediately report any known or suspected violations.

8. Confidentiality

Both Parties agree to treat as confidential all non-public information disclosed during the course of this Agreement.
Confidential information shall not be disclosed to any third party without prior written consent, except as required by law.
This clause survives termination of the Agreement.

9. Intellectual Property

All intellectual property created, developed, or delivered under this Agreement shall belong to [the Company / the Vendor / as agreed].
The Vendor grants the Company a non-exclusive, royalty-free, worldwide license to use any Vendor IP necessary for the use of the goods or services.

10. Indemnification

The Vendor shall indemnify, defend, and hold harmless the Company, its affiliates, and employees from any losses, claims, damages, or expenses arising from:

• Breach of this Agreement;
• Negligence or willful misconduct;
• Violation of law or third-party rights.

11. Limitation of Liability

Neither Party shall be liable for any indirect, incidental, consequential, or punitive damages, except in cases of fraud, gross negligence, or willful misconduct.

12. Insurance

The Vendor shall maintain appropriate insurance coverage, including but not limited to:

• General liability insurance;
• Product liability insurance;
• Workers’ compensation (where applicable).

Proof of insurance shall be provided upon request.

13. Force Majeure

Neither Party shall be liable for delays or failure to perform due to events beyond their reasonable control (e.g., natural disasters, war, pandemics, or government actions). The affected Party must promptly notify the other and take reasonable steps to mitigate the impact.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of [Jurisdiction].
Any disputes arising out of or in connection with this Agreement shall be resolved through:

• Good faith negotiation, failing which,
• [Arbitration / court jurisdiction] in [Location].

15. Entire Agreement

This Agreement, together with its schedules and attachments, constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements.

16. Amendments

No modification or amendment to this Agreement shall be valid unless made in writing and signed by both Parties.

17. Notices

All notices under this Agreement shall be in writing and delivered to the addresses stated above or as otherwise notified in writing.

18. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Schedules

• Schedule A: Scope of Work / Product Specifications
• Schedule B: Pricing & Payment Terms
• Schedule C: Delivery Schedule
• Schedule D: Compliance and Ethics Acknowledgment