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

A supply agreement in Singapore is the contract under which one business agrees to supply goods (and sometimes related services) to another on a continuing basis, as opposed to a one-off sale. It governs ordering, pricing, delivery, quality and what happens when something goes wrong across many orders over time. Getting the quality, delivery and liability clauses right is what keeps a supply relationship stable, because these are where disputes actually arise. This is general information, not legal advice. The enforceability of specific terms depends on your facts and can change, so confirm the current position before relying on a clause. ## The implied terms you are working around For the sale of goods, the Sale of Goods Act implies terms into the contract even if nobody writes them down: that the seller has the right to sell, that goods match their description, that they are of satisfactory quality, and that they are fit for a purpose the buyer made known. The Unfair Contract Terms Act then limits how far a business can exclude or cut down liability for these, and tests many exclusion clauses for reasonableness. So a supply agreement does not start from a blank page. It starts from a set of protections the law already gives the buyer, which the contract can shape but not freely remove. A buyer should make sure the written terms do not quietly reduce these below what is reasonable. ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` SUPPLY AGREEMENT Parties: [Supplier name and address] and [Buyer name and address] Date: [date] 1. SUPPLY The Supplier will supply the Products described in Schedule 1 to the Buyer during the Term. 2. ORDERS AND FORECASTS The Buyer places orders as set out in clause [x]. [Non-binding forecasts are provided monthly.] The Supplier accepts orders within [number] days. 3. PRICE AND PAYMENT Prices are set out in Schedule 2 and may be reviewed [annually] on [notice]. Payment is due within [number] days of invoice. Prices exclude GST, added where it applies. 4. DELIVERY, TITLE AND RISK Delivery is [Incoterm / named place]. Risk passes on delivery. Title passes [on delivery / on payment]. Late delivery is handled under clause [x]. 5. QUALITY AND WARRANTY The Products will meet the specification in Schedule 1 and be of satisfactory quality. The Supplier warrants them for [period]. 6. INSPECTION AND REJECTION The Buyer may inspect on delivery and reject non-conforming Products within [number] days, with [replacement / refund] as the remedy. 7. LIABILITY Neither party is liable for indirect or consequential loss. Liability is limited as set out in clause [x], subject to liabilities that cannot be excluded by law and to the Buyer's statutory rights. 8. FORCE MAJEURE Neither party is liable for delay caused by events beyond its reasonable control, as set out in clause [x]. 9. TERM AND TERMINATION The Term is [period], renewing [terms]. Either party may end it on [number] months notice, or immediately for material breach or insolvency. 10. GOVERNING LAW Governed by Singapore law. Disputes resolved by [the courts of Singapore / arbitration in Singapore]. Schedule 1: Products and specification Schedule 2: Prices

- No price-review mechanism in a multi-year contract, leading to a standoff when costs rise.
- Blurring risk and title, so it is unclear who bears a loss in transit and who owns goods before payment.
- Exclusion clauses that try to remove the buyer's statutory protections further than the Unfair Contract Terms Act allows, which can make them unenforceable.
- A one-line force majeure clause that does not say what qualifies or what happens if disruption drags on. ## Cross-border supply If goods move across borders, the parties may choose the United Nations Convention on Contracts for the International Sale of Goods or exclude it, and should align the Incoterm, customs responsibilities and currency. A Singapore governing-law clause does not remove the import and product rules of the destination country, so an international supply deal usually needs more than a domestic template. <!-- [VERIFY] Singapore's current position on the CISG before stating whether it applies by default --> ## Keeping the agreement and its schedules together A supply agreement lives through its schedules and orders: the product specification, the price list, the delivery terms, the purchase orders and the variations, all changing over time. When these scatter across email and spreadsheets, the version of the price or specification that is actually in force becomes a guess. Drafting an agreement like this, checking a liability or quality clause against the Sale of Goods Act and the Unfair Contract Terms Act, editing a term in plain language and holding every version with its date can live in one AI workspace tuned to how your company contracts. Adira is built around that single 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 see more at [its site](https://adiralaw.com). For a single supply deal the skeleton above is enough on its own. The point worth taking is that the agreement and its schedules are easier to trust when they stay in one place and in step.