Supply Agreement in Australia: Template and Key Clauses (2026)

A supply agreement in Australia sets the terms on which one business supplies goods, or goods and related services, to another on a continuing basis. It covers what is supplied, at what price, how orders and delivery work, when title and risk pass, and who carries the risk when something goes wrong. Because it governs an ongoing relationship rather than a single sale, the clauses that handle orders, variation, price and termination do most of the work. This is general information, not legal advice. Sale of goods and consumer law differ across Australia, so take advice for large or long term supply. ## The law behind a supply of goods The sale of goods in Australia is governed partly by state and territory sale of goods legislation, which implies terms about title, description, quality and fitness, and partly by the Australian Consumer Law in a schedule to the Competition and Consumer Act 2010 (Cth). The Australian Consumer Law gives consumer guarantees that cannot be excluded for goods of a kind normally bought for personal or household use. Between two businesses supplying commercial goods, the parties have more freedom to set their own terms, but a standard form contract with a small business can still be caught by the unfair contract terms rules. ## Key clauses, clause by clause 1. Parties and goods. Name the supplier and buyer and define the goods, and any services, by specification or catalogue. 2. Term and exclusivity. Set the length and whether the buyer must buy only from this supplier or the supplier must supply only this buyer. 3. Orders and forecasts. Set how orders are placed and accepted, any forecasting, and minimum or maximum order quantities. 4. Price and price review. State the price, how and when it can change, and any volume discounts, with clear notice before any increase. 5. Delivery and acceptance. Set delivery terms, lead times, place of delivery, and how the buyer inspects and accepts or rejects goods. 6. Title and risk. State when title passes and when risk passes. Often a supplier keeps title until payment through a retention of title clause while risk passes on delivery. 7. Retention of title and the PPSR. A retention of title clause can be a security interest that should be registered on the Personal Property Securities Register to be effective against third parties if the buyer becomes insolvent. <!-- [VERIFY] exact PPSR registration timing and wording before publishing specific deadlines --> 8. Payment. Set payment terms, invoicing, interest on late payment and any set off rights. 9. Quality, warranties and guarantees. Set the quality standard and warranty, and acknowledge the consumer guarantees that apply to consumer goods and cannot be excluded. 10. Compliance and recall. Allocate responsibility for product safety, compliance and any recall. 11. Liability and indemnity. Cap liability and exclude indirect loss where the law allows, and handle indemnities for defective goods or third party claims. 12. Force majeure. Deal with events outside a party's control that stop supply, and what each side can do. 13. Termination. Set the grounds and notice, and what happens to outstanding orders, stock and prepaid amounts. 14. Governing law. Choose an Australian state or territory law and courts. ## Title, risk and insolvency are the sharp edges The clauses most often fought over are title, risk and retention of title. If the buyer goes under, a supplier that kept title but did not register on the Personal Property Securities Register may lose its goods to a secured creditor. If risk passed too early or too late, the wrong party bears a loss in transit. These are not boilerplate. They decide who is left holding the loss when something fails. ## Common mistakes to avoid - A retention of title clause that is never registered on the PPSR, so it fails on the buyer's insolvency.

• Title and risk clauses that do not line up, so a loss falls on the wrong party.
• Trying to exclude consumer guarantees that the Australian Consumer Law protects.
• No price review mechanism in a long term contract, so the supplier is stuck at an old price.
• Unclear order and forecast terms, leading to over or under supply.
• A one sided standard form contract that the unfair contract terms rules can strike down.
• No recall or product safety allocation when the goods reach consumers. ## Keeping supply contracts governed A business with many suppliers or customers runs many supply agreements at once, each with its own price review window, renewal date, minimum volume and retention of title position. The ongoing work is knowing which contract is due for price review, which renews soon, and where a retention of title clause needs a live PPSR registration, and that oversight slips when it lives in spreadsheets and email. Adira is an AI workspace, built on Claude, where you can draft a supply agreement from a tuned template, review it for risk such as a mismatched title and risk clause, sign and stamp it in flow, and track price review windows, renewals and obligations in one place, with public per seat pricing and a 7 day trial. It is India first and global capable, and a command centre view of your supply contracts is on its roadmap. The essential point holds with or without a tool: line up title and risk, register retention of title where it counts, respect consumer guarantees, and build in a price review for the long haul.