Supply Agreement in New Zealand: Template and Key Clauses (2026)

A supply agreement in New Zealand is the contract under which one business agrees to supply goods, and sometimes services, to another on agreed terms over a period. It sets out what is supplied, how orders are placed, the price and payment, delivery and risk, quality and warranties, and what happens if something goes wrong. It turns a series of one-off orders into a stable, predictable relationship. This is general information, not legal advice. Commercial and consumer law change, and every supply relationship differs, so confirm the current position before relying on any clause. ## How New Zealand law shapes a supply agreement Several laws apply together. The Contract and Commercial Law Act 2017 consolidates much of the general contract and sale-of-goods law, including rules on passing of ownership and risk. The Consumer Guarantees Act 1993 provides guarantees about quality and fitness where goods are supplied to consumers, and these generally cannot be excluded in consumer supply. The Fair Trading Act 1986 prohibits misleading conduct and regulates unfair terms in standard-form contracts. The Commerce Act 1986 applies where the supply affects competition, exclusivity or resale pricing. <!-- [VERIFY] exact Consumer Guarantees Act and Contract and Commercial Law Act section numbers before citing them --> For business-to-business supply, the parties have more freedom to set their own terms than in consumer supply, but misleading conduct and unfair standard terms can still be challenged. ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SUPPLY AGREEMENT Parties: [Supplier] and [Customer] Date: [date] 1. SCOPE AND PRODUCTS The goods or services supplied, and any specification or catalogue. 2. ORDERS How orders are placed, accepted and any minimum or forecast volumes. 3. PRICE AND PAYMENT The price or price list, how prices change, invoicing and payment terms. 4. DELIVERY, TITLE AND RISK Delivery terms, when ownership passes and when risk passes to the Customer. 5. QUALITY AND WARRANTIES The standard the goods must meet, inspection and what happens with rejected or defective goods. 6. CONSUMER LAW How Consumer Guarantees Act obligations are handled where goods reach consumers. 7. INTELLECTUAL PROPERTY Ownership of any IP in the products, branding or specifications. 8. LIABILITY AND INDEMNITIES The agreed cap, exclusions and any indemnity, subject to law. 9. INSURANCE The cover each party must hold. 10. TERM AND TERMINATION How long the agreement runs, renewal, and grounds and notice for ending it. 11. FORCE MAJEURE Relief if events beyond control stop performance. 12. GOVERNING LAW AND DISPUTES Governed by New Zealand law; disputes by [arbitration / courts]. Schedule 1: Products and Specification Schedule 2: Prices

- **Retention of title and the PPSR.** A retention of title clause can be backed by registering a security interest on the Personal Property Securities Register.
- **Fair Trading Act.** Misleading conduct is prohibited, and unfair terms in standard-form contracts can be challenged.
- **Business supply freedom.** Business-to-business parties have more freedom to agree terms than in consumer supply, but not unlimited freedom. ## Common mistakes to avoid - Mixing up delivery, passing of ownership and passing of risk, so no one is sure who bears a loss.
- Relying on a retention of title clause without registering it on the PPSR.
- Trying to exclude consumer guarantees where goods reach consumers.
- Vague ordering and forecast terms that lead to disputes over volumes.
- An uncapped liability clause, or a cap so low it is unreasonable. ## Keeping supply contracts in one place A business that supplies or buys regularly ends up with many agreements, each with its own price list, volumes, delivery terms, renewal date and liability position, plus purchase orders and amendments. When these live across email and spreadsheets, it is hard to see which supplier is on which terms, whose renewal is due, and where the risky liability clauses sit. Drafting a supply agreement, reviewing a liability or delivery clause, editing a price schedule in plain language and holding every contract with its renewal 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 deal the skeleton above is enough on its own. The point worth keeping is that a supply book is easier to govern when every contract, its prices and its renewal dates stay together and current.