Supplier Agreement – quality, delivery, liability and supply chain risk
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Short answer: A supplier agreement should create a clear chain from forecast and order to delivery, quality control, claims, warranty, liability, and continuity. For ongoing B2B deliveries, it is particularly important to determine which documents take precedence and how deviations from specifications, price, or delivery time are handled.
| 1. Forecast and order | What is binding – the forecast, the order, or the order confirmation? |
| 2. Delivery | Delivery terms, Incoterms if used, lead time, transfer of risk, and delay. |
| 3. Quality | Specification, testing, deviation management, RMA, and warranty. |
| 4. Disruption | Capacity issues, force majeure, business continuity, and alternative sources of supply. |
Which document applies if the terms conflict?
In supplier relationships, there are often framework agreements, quotes, purchase orders, order confirmations, technical specifications, and general terms and conditions existing simultaneously. The agreement should state a clear order of priority. Otherwise, a dispute may arise simply regarding which terms actually apply.
Price, indexation, and cost changes
Regulate price, currency, taxes, and how price changes may occur. If raw material, energy, or transport costs are to influence the price, the model should be objective and predictable, with clear intervals and requirements for documentation.
Delivery and risk
Specify delivery location, time, transport liability, and when risk passes. If Incoterms are used, the correct version must be explicitly stated. A mere reference to a delivery clause does not replace other commercial terms in the agreement.
Quality and product compliance
- drawings, specifications, and approved samples,
- traceability and documentation,
- right to inspection and audit,
- claims and RMA process,
- warranty and corrective actions,
- product recall and cost liability.
Capacity and continuity
For critical deliveries, the agreement should regulate minimum capacity, forecasts, inventory, backup plans, alternative factories or subcontractors, and how quickly the supplier must escalate a disruption. A BCP clause becomes particularly important when the supply is difficult to replace.
Subcontractors and information security
Decide whether the supplier may engage subcontractors freely or subject to approval. For technology- and data-heavy deliveries, security requirements, incident reporting, and data processing agreements may be needed as separate appendices.
Supplier Agreement 2026/2027 – Swedish and English
The template package is built for ongoing B2B deliveries and contains clauses for forecasts, orders, quality, liability, continuity, audit, and subcontractors.
FAQ
Does the Sale of Goods Act apply between companies?
The Sale of Goods Act applies to the sale of personal property and is non-mandatory, meaning that the agreement can replace or supplement many of the Act's rules.
Are Incoterms automatically part of the agreement?
No. The parties should explicitly agree on the relevant Incoterms clause and version.
Should the supplier guarantee delivery capacity?
For critical products, capacity commitments can be very valuable, but they should be defined in a measurable way and linked to the forecast and order process.
The article provides general information and does not replace individual legal advice. Regulations, collective agreements, industry terms, and the circumstances of each individual case may affect the assessment.
