At MSR Solicitors, we pride ourselves on our expertise in drafting supply of goods and services agreements under English law.
Supply of goods and services agreements form the backbone of commercial trading relationships. We have acted for suppliers and purchasers across a wide range of industries, including manufacturing, technology, construction, professional services and retail.
At MSR Solicitors, we are regularly instructed to draft, review and negotiate supply agreements where the terms must reflect the commercial realities of the relationship, allocate risk appropriately and provide certainty for both parties.
We understand that supply agreements are rarely one-size-fits-all. Our approach is to tailor the terms to the nature of the goods or services, the parties’ relative bargaining positions, industry norms and the broader commercial context in which the agreement sits.
Whether the agreement is for a one-off supply or governs a long-term trading relationship, we focus on clarity, enforceability and risk management.
Key provisions
We pay particular attention to the drafting of terms relating to specification, delivery, acceptance, payment, warranties, limitation of liability and termination. These provisions often determine where risk lies and how disputes are resolved.
We also advise on the appropriate balance between standard terms and bespoke provisions, particularly where clients operate in regulated industries or where supply chains are complex and involve multiple parties.
Case law and legislative framework
The Sale of Goods Act 1979 remains the primary legislation governing B2B transactions, supplemented by the Supply of Goods and Services Act 1982. We advise clients on their statutory rights and obligations, particularly in relation to title, quality, fitness for purpose and delivery.
The Consumer Rights Act 2015 applies where goods or services are supplied to consumers, and we ensure that our clients’ terms comply with the Act’s requirements, particularly in relation to unfair terms and consumer remedies.
Recent case law on exclusion and limitation clauses, including the principles reaffirmed in cases following the Unfair Contract Terms Act 1977 for B2B relationships, informs our approach to drafting protective provisions that are robust but also commercially reasonable.
Why MSR Solicitors
Clients instruct MSR Solicitors because we combine technical expertise with a pragmatic understanding of how supply chains operate. We have experience acting for both dominant suppliers and purchasers – whether start-ups, SMEs or established companies – and we understand the commercial pressures that shape negotiations in this area.
Case experience
We recently advised a design client on service agreements for the provision of deliverables to a major automotive company, negotiating liability caps, quality assurance provisions and termination protections. In another matter, we acted for a technology provider on terms and conditions for the supply of sofware solutions, drafting service level provisions, data protection terms and limitations of liability appropriate to the sector.
FAQs
What is the difference between a sale of goods and a supply of services?
Sale of goods involves transfer of ownership in tangible items; supply of services involves the provision of work or expertise.
Can I exclude all liability?
No. Certain liabilities cannot be excluded under statute, and exclusion clauses must satisfy the test of reasonableness.
What happens if goods are defective?
Remedies depend on the terms of the agreement and applicable law, but may include rejection, repair, replacement or damages.
Typical process
- Initial consultation to understand the nature of the supply, industry context and risk profile.
- Drafting or review of the supply agreement or standard terms and conditions.
- Negotiation of key commercial and legal terms.
- Finalisation and execution.
- Ongoing advisory support on performance issues, disputes and contract variations.
Contact our commercial team today for a free, no-obligation discussion.
