Supply of Goods Agreement Template - Australia

Purpose and legal effect of a supply of goods agreement

A Supply of Goods Agreement is a legally binding contract that governs the terms under which goods are sold, delivered, and accepted. It defines the respective rights and obligations of the supplier and the buyer, including quality standards, pricing, delivery conditions, title transfer, and remedies for breach.

This template has been designed to:

• Define the nature, quantity, and specifications of goods to be supplied, including packaging, labelling, and delivery requirements;
• Establish pricing, invoicing, and payment terms, including late payment provisions;
• Set out the allocation of risk, title transfer, and insurance responsibilities;
• Address warranties, returns, defects, and limitation of liability;
• Provide procedures for order placement, inspection, acceptance, and dispute resolution.

A properly executed Supply of Goods Agreement is essential for managing supply chain obligations, ensuring quality compliance, and limiting exposure to legal disputes or commercial loss.

Instructions for completion

Customisation and adaptation

This template must be tailored to reflect the commercial and operational needs of the parties and the specific nature of the goods. Key areas to customise include:

• The goods description (including SKUs, models, standards, and tolerances);
• Delivery terms (including INCOTERMS, if applicable), timelines, and locations;
• Payment structures (e.g. fixed unit price, volume-based discounts, credit terms);
• Inspection, testing, or certification requirements; and
• Order processes (e.g. via purchase order or automatic replenishment).

Legal and regulatory considerations

Users must ensure compliance with all applicable laws and standards, including:

• The Australian Consumer Law, particularly with respect to implied warranties and consumer guarantees;
• Any industry-specific regulations (e.g. for food, chemicals, or medical devices);
• Product safety, labelling, or traceability requirements under relevant federal or state law; and
• GST treatment under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Legal advice should be obtained (e.g. from Maguire Legal at [email protected]) where:

• The goods are supplied internationally, triggering customs, duties, or treaty obligations;
• Retention of title, consignment stock, or PPSR registration is contemplated;
• The parties require performance guarantees, exclusivity, or minimum order commitments; or
• The agreement is linked to broader distribution, agency, or licensing arrangements.

Supplementary notes

• The Schedule should record the commercial particulars of the agreement, such as product descriptions, pricing, delivery points, and contact persons.
• Include annexures for any technical specifications, product catalogues, or quality assurance standards.
• Ensure that both parties sign the agreement through duly authorised representatives, and retain a signed copy for compliance and audit purposes.

Copyright and intellectual property notice

This document and its contents are subject to copyright protection under the Copyright Act 1968 (Cth) and all applicable intellectual property legislation. Unauthorised use, duplication, adaptation, or distribution is strictly prohibited without the prior written consent of Maguire Legal. Citation of excerpts is permitted only where full attribution is provided.

Legal disclaimer

This document has been prepared by Maguire Legal for general guidance purposes only. It does not constitute, and is not intended to constitute, legal advice. No warranties or representations are made as to its legal effect or suitability for specific circumstances. Users must exercise their own judgment and obtain independent legal advice prior to reliance. Maguire Legal disclaims all liability for any loss or damage arising from use of this document in whole or in part.

About Maguire Legal

Maguire Legal is an Australian law firm combining legal advice on all aspects of Australian employment, commercial, corporate and workplace relations law with exceptional business research skills and management development designed to build business capability in Australian enterprises of all types and size.