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

A supply agreement in Kenya is the contract under which one business agrees to supply goods to another over a period of time, rather than through one-off orders. It sets the prices, how orders are placed, when and where goods are delivered, what quality standard applies, and what happens if something is late, short or defective. A good supply agreement turns a loose trading relationship into clear, repeatable terms. This is general information, not legal advice. The law changes and every deal is different, so confirm the current position before relying on any clause. ## How Kenyan law shapes a supply deal A supply agreement for goods is governed by Kenyan contract and sale of goods principles. The Sale of Goods Act sets out rules on title, risk and implied terms about quality and fitness. Where the buyer is a consumer rather than a business, the Consumer Protection Act adds protections. Competition rules under the Competition Act 2010, administered by the Competition Authority of Kenya, matter where a supply arrangement affects pricing, exclusivity or market access. For regulated or imported goods, standards from the Kenya Bureau of Standards, and customs and tax rules, can apply. <!-- [VERIFY] exact Sale of Goods Act provisions on implied terms and the current position on excluding them in business contracts before stating them as fixed figures --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SUPPLY AGREEMENT Parties: [Supplier] and [Buyer] Date: [date] 1. DEFINITIONS Key terms, including the Goods, Specifications and Delivery Point. 2. SUPPLY AND ORDERS How orders are placed, accepted and scheduled, and any minimum or maximum volumes. 3. PRICE AND PAYMENT The prices, how and when they can change, payment terms, taxes and interest on late payment. 4. DELIVERY The delivery point, the delivery terms, timing, and who bears the cost and risk of transport. 5. TITLE AND RISK When ownership passes and when risk of loss or damage passes. 6. QUALITY AND SPECIFICATION The standard the Goods must meet, inspection, and the right to reject or require replacement of defective Goods. 7. WARRANTIES What the Supplier promises about the Goods and for how long. 8. LIABILITY AND INDEMNITY Caps, exclusions and indemnities, for example for defective product or third party claims. 9. FORCE MAJEURE Relief where events outside a party's control prevent performance. 10. TERM AND TERMINATION The term, renewal, termination rights and notice. 11. CONSEQUENCES OF TERMINATION Outstanding orders, stock, and payment on exit. 12. GOVERNING LAW AND DISPUTES Governed by Kenyan law, disputes by arbitration or the courts.

- **Consumer protection.** Where the buyer is a consumer, the Consumer Protection Act limits unfair terms and protects certain rights.
- **Competition.** Exclusivity, territory and pricing restrictions should be checked against the Competition Act 2010 and the Competition Authority of Kenya.
- **Standards and imports.** Regulated or imported goods may need certification, for example from the Kenya Bureau of Standards, plus customs and tax compliance. ## Common mistakes to avoid - Leaving title and risk unclear, so no one knows who bears the loss for goods damaged in transit.
- Open-ended price change clauses with no cap, notice or formula.
- No inspection or rejection process, so defective goods are hard to return.
- A missing or weak force majeure clause when supply chains are disrupted.
- Ignoring consumer or competition rules that can override parts of the contract. ## Keeping supply contracts in one place A business usually runs many supply agreements at once, each with its own prices, volumes, delivery terms, renewal date and notice period. When they are scattered across email and spreadsheets, it is hard to see which contracts renew soon, which allow a price increase, and which carry the tightest delivery commitments. Drafting a supply agreement, reviewing a liability or delivery clause, editing a price schedule in plain English and holding every supplier contract with its key dates in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a single supplier the skeleton above is enough on its own. The point worth keeping is that a portfolio of supply contracts is easier to govern when every agreement, its pricing and its dates stay together and current.