Supply agreement template (Uganda)
In brief
A precedent supply agreement for the ongoing supply of goods between a supplier and a customer.
When to use this
When setting up an ongoing supply relationship.
When a bespoke document is needed instead: For one-off sales — use the sale of goods agreement.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
SUPPLY AGREEMENT
Date & parties
THIS AGREEMENT is made on [DATE]
BETWEEN [SUPPLIER NAME], of [ADDRESS] (“the Supplier”) AND [CUSTOMER NAME], of [ADDRESS] (“the Customer”).
1. Supply & orders
1.1 The Supplier shall supply [GOODS] to the Customer during the term, on orders placed and accepted as follows: [order/acceptance mechanism, lead times].
2. Price & payment
2.1 Prices are [as in the price list / fixed at UGX [AMOUNT] per unit], reviewable on [notice / mechanism]. 2.2 The Customer pays within [DAYS] of invoice; late payment bears interest at [RATE].
3. Delivery & quality
3.1 Delivery is to [PLACE] on the agreed dates. 3.2 The Goods shall meet [specification]; defective Goods may be rejected, repaired or replaced within [days].
4. Title & risk
4.1 Risk passes on delivery; title passes on payment in full. The Supplier retains title to unpaid Goods.
5. Warranties & liability
5.1 The Supplier warrants the Goods conform to specification and are free from defects. 5.2 Liability for indirect or consequential loss is excluded; liability is otherwise limited to [CAP].
6. Term & termination
6.1 The term is [TERM], renewing [automatically / by agreement]. 6.2 Either Party may terminate on [NOTICE] notice or immediately for material breach not remedied within [days] or on insolvency.
7. General
7.1 Entire agreement; variation in writing; force majeure; no waiver; severability; governed by the laws of Uganda; disputes resolved by negotiation and then the courts of Uganda.
Execution
Supplier: ____________ Date: ________
Customer: ____________ Date: ________
Drafting notes
- Order mechanism
- Define how orders are placed and accepted, and the lead times.
- Pricing
- State pricing, VAT and any review mechanism, plus payment terms and late-payment interest.
- Quality & title
- Set quality standards, rejection rights, and risk/title (with retention of title for unpaid Goods).
- Termination
- Set notice periods and breach/insolvency termination clearly.
Execution requirements
- Both parties sign; keep an executed copy each.
- An agreement above the statutory value threshold must be in writing.
- On breach, the innocent party may end the contract and claim damages (Contracts Act ss.60–61).
Governing law & citations
Governed by the Contracts Act, Cap. 284 (2023 Revision) and the Sale of Goods and Supply of Services Act, 2017.
- Contracts Act, Cap. 284 (2023 Revision) — ss.9, 60, 61.