Supply chain and procurement contracts

Build the agreement around the supply relationship

A useful supply agreement connects the commercial deal with the way orders, deliveries and problems will actually be handled.

We assist business purchasers, suppliers and distributors with drafting, review and negotiation. The starting point is your role, what is being supplied, whether the arrangement is a single order or an ongoing commitment, and which terms have already been discussed.

Agreements and documents we can discuss

• Supplier and manufacturing supply agreements
• Purchasing agreements and standing supply arrangements
• Distribution agreements and supply-related service terms
• Purchase orders, quotations and order acknowledgements
• Specifications, delivery schedules and contract amendments

The documents and connected work depend on the arrangement. Technical standards, product testing, insurance coverage and tax treatment may require input from your other advisers.

Clarify forecasts and purchase commitments

Expected volumes, binding minimum purchases, reserved capacity and exclusivity can have different commercial consequences. We can help clarify what is a forecast, when an order becomes a commitment, how it may change and who bears the cost of unused stock, tooling or materials.

Read purchase orders and supplier terms together

The terms of a supply relationship may be spread across several documents, including materials exchanged before an order is fulfilled.

A master agreement, quotation, purchase order, acknowledgement, specification and online terms may point in different directions. We review how the documents are intended to work together, including incorporation, priority and amendment provisions, rather than assume the latest form automatically governs.

Explain the operational context

Tell us how orders are placed and accepted, who can approve changes, whether goods have already shipped and whether your team uses the same terms repeatedly. That context helps identify questions about quantities, payment, acceptance, liability and the documents that require review.

Quality, inspection and acceptance

Specifications, samples, testing, inspection periods, rejection procedures and warranty terms should be considered together. Ontario’s Sale of Goods Act may imply conditions or warranties into a sale of goods; an express agreement may affect those protections. The wording and circumstances matter when assessing what applies.

Plan for changes, shortages and performance concerns

A change in cost, availability or timing can affect several obligations at once. Reviewing the existing agreement helps identify the decisions that need attention.

We can advise on proposed price adjustments, revised volumes, substitutions, delivery extensions and amendments to the relationship. The work can address who approves a change, how its cost is allocated and which existing obligations continue.

Supply interruptions and changed costs

We consider any price-adjustment, change-control, force majeure, notice and termination provisions against the event described. A shortage or cost increase does not, by itself, establish a right to stop performance or change the price. The contract, circumstances and applicable law require assessment.

Renewal, exit and transition

Ending a supply arrangement may leave open orders, stock, deposits, confidential information or continuing warranty obligations. We can review renewal and notice requirements, proposed termination terms and transition arrangements, including what remains to be delivered or paid.

If the parties already disagree about performance or responsibility for loss, we assess dispute advice separately from negotiating future terms. Mention any notice or response date in your initial inquiry; an inquiry alone does not confirm availability, retention or protection of a deadline.