Build a supply agreement around how delivery will work.

Start with the supply relationship

A supply agreement should describe a relationship that your teams can actually operate. Yudey helps organise the commercial decisions and documents needed for a scoped drafting engagement. We ask whether the arrangement is a one-off order, an ongoing framework or a commitment to particular volumes. That distinction affects the questions to resolve before detailed wording is prepared.

This service is intended for arrangements under the law of England and Wales. Overseas supply chains, specialist products or another governing law may require additional professional input. The proposal confirms the responsible professional, document set and drafting stages. We do not assume that a standard agreement can settle technical specifications, tax treatment or regulatory requirements that the parties have not yet established.

Define the product and the ordering mechanism

The drafting brief can identify the goods or services, required specifications and documents that describe them. We ask who controls changes to the specification and what happens if a requested change affects price or lead time. Where quality requirements are technical, your operational specialists need to provide the detail. Legal drafting should record that detail clearly rather than inventing performance standards.

For ongoing supply, we consider forecasts, binding orders, minimum commitments and the process for accepting or rejecting a request. These concepts should not be used interchangeably. A forecast may serve a planning purpose while an accepted order creates a different expectation. The draft can make the intended distinction visible and identify how conflicts between a framework agreement and individual orders will be handled.

Organise delivery, acceptance and defects

Delivery terms need to connect with the actual logistics. The review can address delivery locations, scheduling, responsibility for arrangements and the evidence used to confirm receipt. Risk and ownership should be considered separately rather than assumed to pass at the same moment. If international trade terms are proposed, their suitability and interaction with the rest of the agreement need appropriate specialist attention.

Acceptance and defects procedures should be realistic for the product. We ask how a customer inspects deliveries, reports a problem and preserves evidence. The proposed document can identify the response process and agreed remedies, subject to applicable law. A clause demanding immediate inspection may be impractical for a complex product, while a vague acceptance process can leave both parties uncertain about payment and responsibility.

Connect price and payment with the workflow

The agreed drafting can cover price lists, review mechanisms, invoicing events and payment arrangements. We identify whether charges vary with volume, delivery costs or changes to the specification. The business must decide the commercial basis, and the document should make that basis understandable. Currency exposure, taxes and import charges may require separate advice in an international arrangement.

Late-payment provisions should also be considered against the relevant legal framework. Official guidance explains the starting position for late commercial payments. ^[1] Our drafting support focuses on a coherent process for invoices, disputed amounts and escalation. It does not assume that adding a strong-sounding interest clause will solve a customer's credit risk or replace sensible payment controls within the business.

Allocate disruption and exit responsibilities

The parties should consider what happens when supply is interrupted, a subcontractor fails or demand changes significantly. We help identify the decisions behind continuity, alternative sourcing, notice and termination provisions. Exclusivity or minimum-volume commitments can have substantial commercial consequences, so these are highlighted for deliberate agreement rather than inserted as routine drafting language.

At the end of the relationship, there may be unfinished orders, tooling, stock, confidential material or customer information to deal with. The draft can organise the agreed handover and identify which obligations continue. We distinguish these practical arrangements from a guarantee that a replacement supplier will be available. Insurance, competition law and product regulation questions may need separate specialist work depending on the facts.

Review, negotiate and hand over

The engagement can deliver a structured draft with schedules, a list of assumptions and clearly identified open points. The proposal states how many revision rounds are included and whether correspondence with the other party forms part of the work. A first draft is a stage in negotiation, not evidence that the counterparty has accepted the terms or that the agreement is ready to sign.

Fees reflect the supply model, technical schedules, transaction complexity and drafting rounds. The written GBP quote identifies applicable VAT and additional professional input. Begin with the product, expected volumes, proposed duration and delivery model. We will clarify the information required for a useful drafting brief before collecting confidential pricing, technical or customer records through an agreed channel.