Supplier agreement
This agreement is made on 1 April 2027 between:
- Harbour Street Grocers Ltd, of 40 Dock Lane, Bristol (the "Buyer"); and
- Greenfield Produce Ltd, of Unit 7, Meadow Farm, Somerset (the "Supplier").
1. Definitions and what the Supplier provides
1.1 In this agreement:
- "Products" means the goods, the services, or both, described in section 1.2;
- "Specifications" means the requirements for the Products in section 2, and any others the parties agree in writing;
- "Order" means a written order for Products that the Buyer places under section 3;
- "Price" means the price of the Products under section 4;
- "Delivery Point" means the place to which the Products are to be delivered under section 5; and
- "Intellectual Property" means copyright, trade marks, designs, patents, know-how and any other rights of that kind anywhere in the world.
1.2 The Supplier will supply to the Buyer, and the Buyer will buy from the Supplier, the following under the terms of this agreement:
Fresh fruit and vegetables as listed in the price list in Schedule 1, delivered to each shop.
1.3 This is a non-exclusive agreement. The Buyer is free to buy the same or similar Products from others, and the Supplier is free to sell its Products to others, unless the parties agree otherwise in writing. Nothing in this agreement obliges the Buyer to buy any minimum amount, except for the Orders it places.
1.4 If the terms of an Order, a delivery note or an invoice differ from this agreement, this agreement applies. The Supplier's own general terms of sale do not apply.
2. Specifications
2.1 The Supplier will supply Products that match the Specifications, the description in section 1.2 and any samples approved by the Buyer, and that meet the standards in section 8.
2.2 The Specifications are as follows: Class I produce under the applicable marketing standard, packed in food-grade crates, with the origin and the pack date on each crate.
2.3 The Supplier will not change the Specifications, the materials, the place of production, the sub-suppliers or the way it makes the Products without the Buyer's written consent, which the Buyer will not unreasonably withhold. The Buyer may change the Specifications by written notice. If a change affects the cost or the time of delivery, the parties will agree a fair adjustment before the change takes effect.
3. Forecasts and Orders
3.1 The Buyer may give the Supplier non-binding forecasts of the Products it expects to need. The Supplier will use them to plan its supply and will tell the Buyer quickly if it cannot meet a forecast.
3.2 The forecasts and minimums that apply are as follows: The Buyer gives a rolling 8-week forecast every Monday. Orders of less than GBP 150 are not accepted.
3.3 The Buyer places an Order in writing, stating the Products, the amounts, the Delivery Point and the delivery date it wants. The Supplier will accept or refuse an Order within 2 working days. An Order that the Supplier does not refuse in that time is accepted. The Supplier may refuse an Order only if it is outside the forecasts the Supplier has accepted, or if the delivery date is shorter than the lead time stated in this agreement, or in a schedule to it.
3.4 The Buyer may change or cancel an accepted Order by written notice before the Supplier has started to prepare or make the Products, and the Supplier will treat the change or cancellation fairly. If the Supplier has already made Products specially for the Order, the Buyer will pay the Supplier's reasonable, proven cost of them.
4. Prices and payment
4.1 The Price for the Products is as follows:
As in the price list. Prices are fixed for 12 months, then may change on 60 days' written notice, not more than once a year.
4.2 All amounts are in GBP. The Price includes packaging, labelling and everything else needed to deliver the Products to the Delivery Point under this agreement, unless this agreement says otherwise. Taxes, including value added tax or sales tax, are shown separately on the invoice.
4.3 The Supplier may change the Price only as stated in section 4.1. If it does not state a way to change the Price, the Price stays fixed for the first 12 months, and after that the Supplier may change it on 60 days' written notice, no more than once in any 12 months. A rise does not apply to Orders accepted before the notice takes effect. The Buyer may end this agreement under section 17.3 if it does not accept a change.
4.4 The Supplier sends a correct invoice for each delivery or each month, with the Order number and enough detail to check it. The Buyer pays within the following time:
30 days from the date of a correct invoice, by bank transfer
4.5 If the Buyer disputes part of an invoice in good faith, it pays the part that is not disputed and tells the Supplier in writing why it disputes the rest. The parties will settle the dispute quickly. Late amounts earn interest only as the law allows.