SUPPLY OF GOODS AND SERVICES AGREEMENT
Important jurisdiction and execution warning
This fictional agreement is an illustrative business-to-business example, not legal advice and not a universally valid supply contract. It is written for parties operating in England and Wales. The parties must check product safety, environmental, employment-status, tax, competition, export-control, data-protection and sector-specific requirements, and must ensure that the terms are properly signed and incorporated. Mandatory law, including limits on excluding liability and statutory implied terms, may override this agreement.
1. Parties and purpose
This agreement is made on 21 November 2026 between Northfield Kitchen Group Limited, company number 14760482, of 31 Watermill Road, Nottingham NG2 4LP, the Customer, and Crownmere Food Equipment Limited, company number 14698210, of 8 Station Industrial Estate, Derby DE21 4BF, the Supplier. The Customer operates commercial kitchens at its restaurants. The Supplier manufactures and services stainless-steel preparation benches, refrigerated counters and associated equipment.
The parties intend the Supplier to provide the Goods and Services described in Schedule 1, and the Customer to buy them under this agreement.
2. Orders and forecasts
The Customer may issue a written purchase order stating the item, quantity, specification, delivery address and required date. An order becomes binding when the Supplier accepts it in writing. A forecast is a non-binding planning estimate. This agreement prevails over a purchase order unless the parties expressly agree a variation. No change to quantity, materials, design or delivery date is effective unless authorised in writing by both parties.
3. Price, invoicing and payment
Prices are in pounds sterling and are set out in Schedule 1. They exclude VAT, which will be added where properly chargeable. The Supplier must not increase a firm order price without written agreement.
The Supplier may invoice on delivery of Goods and monthly in arrears for Services. Each undisputed invoice is payable within 30 days. The Customer must notify the Supplier of a genuine dispute within ten business days, explain the basis and pay the undisputed amount. Late undisputed payments may bear interest at the rate permitted by applicable law. The Supplier must not suspend safety-critical Services without notice except where immediate suspension is reasonably necessary.
4. Delivery, inspection and title
The Supplier will use reasonable efforts to deliver by the date accepted in the order. Delivery occurs when the Goods are unloaded at the agreed site and a Customer representative signs the delivery note. Risk passes on delivery, except for loss caused by the Supplier’s negligence or breach before that time.
The Customer will provide safe access and a contact able to inspect the delivery. It must notify the Supplier of visible shortage or damage within five business days and of a latent defect within a reasonable period after discovery. Title passes when the Supplier receives full cleared payment for the relevant Goods, unless the parties agree an earlier transfer in writing.
5. Quality and Services
The Supplier warrants that the Goods will conform materially to the agreed specification, be of satisfactory quality where the law implies that term, and be fit for any purpose expressly accepted by the Supplier. The Supplier will use new, suitable materials unless the specification permits alternatives and will maintain records of serial numbers, safety checks and conformity documents.
Installation, maintenance and training Services will be performed with reasonable care and skill by suitably competent personnel. The Supplier must follow site safety rules and leave the work area clean. It will correct a Service failure notified within 12 months after completion. For a valid Goods defect, the Supplier may inspect and, subject to mandatory law, repair, replace or refund the affected item. The Customer must not make an unauthorised alteration that causes the defect.
6. Personnel, compliance and information
The Supplier is responsible for its personnel, subcontractors, wages, taxes and insurance. It must comply with applicable health and safety, modern-slavery, anti-bribery, environmental and employment laws, and must ensure that subcontractors meet equivalent requirements. It must not subcontract a material obligation without the Customer’s prior written consent, which will not be unreasonably withheld.
7. Term, termination and liability
This agreement starts on 21 November 2026 and continues for three years, then renews annually unless either party gives 90 days’ notice. Either party may terminate immediately if the other becomes insolvent, commits a material breach that cannot be remedied, or fails to remedy a remediable breach within 30 days after written notice. The Customer may terminate an affected order if delay exceeds 45 days and no recovery plan is acceptable.
Termination does not affect accrued rights, accepted orders unless the notice says so, payment for conforming work, confidentiality or provisions intended to survive. The Supplier will provide reasonable handover assistance and the Customer will return confidential materials. Neither party excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded. Subject to that and mandatory law, each party’s aggregate liability under this agreement is capped at £250,000, except that the cap does not apply to confidentiality misuse, deliberate misconduct or the Supplier’s obligation to replace defective Goods.
8. General and signatures
Neither party is liable for delay caused by an event beyond reasonable control after giving notice and taking reasonable mitigation steps. A variation must be signed by authorised representatives. If a provision is invalid, the remainder continues to the extent permitted.
This agreement is governed by the law of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction. The parties should obtain advice on whether any order, guarantee, deed, electronic signature or filing requires additional formalities. This agreement does not claim universal legal validity.
For Northfield Kitchen Group Limited
Name: Amelia Ruth Lang, Procurement Director
Signature: ____________________ Date: 21 November 2026
For Crownmere Food Equipment Limited
Name: Oliver James Sloane, Managing Director
Signature: ____________________ Date: 21 November 2026
Witness to both signatures: Imogen Clara Hart, 17 Lenton Grove, Nottingham NG7 2RJ
Signature: ____________________ Date: 21 November 2026