The clause that decides who bears a loss is rarely the one people negotiate. **Risk** and **title** pass at different moments and for different reasons: risk determines who insures, title determines who can claim the goods if the other side becomes insolvent. Getting both explicit is worth more than another round on price.
Supply Agreement
Goods — supplier and buyer
The clause that decides who bears a loss is rarely the one people negotiate. Risk and title pass at different moments and for different reasons: risk determines who insures, title determines who can claim the goods if the other side becomes insolvent. Getting both explicit is worth more than another round on price.
| Item | Detail |
|---|---|
| Supplier | [NAME], UEN [UEN] |
| Buyer | [NAME], UEN [UEN] |
| Goods | [DESCRIPTION] |
| Term | [2] years from [DATE] |
| Basis | [Framework — orders placed as required / Committed volume of ______] |
| Pricing | [Per the price list in Schedule 1 / Fixed for ______ months] |
| Delivery term | [Ex Works / FCA / CIF / DDP — Incoterms 2020], at [NAMED PLACE] |
| Risk passes | [On delivery at the named place] |
| Title passes | [On payment in full — retention of title] |
| Payment terms | [30] days from a valid invoice |
| GST | Charged in addition at the prevailing rate |
| Governing law | Singapore |
1. Structure and Orders
1.1This agreement sets out the terms on which the Supplier supplies the Goods. It does not commit the Buyer to purchase any minimum quantity unless stated above.
1.2The Buyer places orders specifying the Goods, quantity, price, delivery date and delivery address. An order is accepted when the Supplier confirms it in writing or despatches the Goods.
1.3These terms apply to every order. The Buyer’s purchase order terms and the Supplier’s standard terms do not apply, whether printed on a document, referenced in an acknowledgement, or appearing on a portal.
1.4Clause 1.3 addresses the "battle of the forms" — where each side’s standard terms are exchanged and neither knows which governs. Settling it once in a signed agreement is the only reliable answer.
2. Price and Payment
2.1Prices are as stated in Schedule 1, exclusive of GST, and are fixed for [12] months — or subject to review on notice; specify which applies.
2.2The Supplier shall issue a valid tax invoice on [despatch / delivery], and the Buyer shall pay within [30] days.
2.3GST is payable in addition at the prevailing rate.
2.4The Buyer shall not withhold or set off any amount except a sum genuinely disputed and notified within [10] business days of the invoice.
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Risk determines who bears the loss if the goods are damaged or destroyed, and therefore who must insure. Title determines who owns them, which matters most if the other party becomes insolvent. They commonly pass at different times — risk on delivery, title on payment — and contracts that address only one leave a real gap.
Where a buyer becomes insolvent holding unpaid goods, a retention of title clause may allow the supplier to recover them rather than rank as an unsecured creditor. Its practical effectiveness depends on the goods remaining identifiable and separate, which is why Clause 3.3(a) matters. Where goods are mixed, processed or incorporated, the position becomes complex and the clause may be weakened — take advice on the specific goods, including whether any registration is required.
Delivery terms shorthand like "CIF" without a named place is incomplete, and the different terms allocate carriage, insurance, export and import clearance quite differently. State the rule, the edition and the named place — all three.
Where each party exchanges its own standard terms with orders and acknowledgements, which set governs is genuinely uncertain and is usually resolved by whichever document came last. Clause 1.3 excludes both sets. Without it, a signed framework agreement can be quietly displaced by a purchase order footer.
A five-day window is workable for visible damage and shortage but not for latent defects, which is why Clause 4.2 provides separately for them. Periods that are too short leave the buyer without a remedy for defects it could not reasonably have found; periods that are too long leave the supplier exposed indefinitely.
For goods that feed a production line or are incorporated into a product sold on, the loss from a defect can be many multiples of the price of the goods. A cap at the price of the goods is common and is a substantial risk transfer to the buyer. Clause 6.4 flags it because it is frequently agreed without being noticed.
Clause 6.5 requires evidence on request. Request it, and check that the product liability limit is meaningful relative to the potential loss and that the policy responds in the relevant territories.
Loss of production and loss of profit are excluded by Clause 6.2. For a buyer whose loss from defective goods would be almost entirely production downtime, that exclusion removes most of the meaningful remedy. Notice it before signing.
Clause 3.6 prevents one failed instalment from allowing the buyer to walk away from the whole arrangement. Whether that is fair depends on the goods and the relationship — for a buyer relying on continuity of supply, it may be the wrong allocation.
Depending on the delivery term, the buyer may be the importer of record, responsible for import GST, duties, permits and product compliance. Establish who is importing before agreeing the delivery term, not after the goods arrive at the port.
Where goods are imported, GST is payable at import and may be recoverable, separately from any GST charged by a local supplier. Schemes exist that affect the timing. Confirm the treatment with an adviser where the volumes are material.
For consumer-facing or regulated goods, the obligation to notify a recall or safety issue is not merely contractual — there may be regulatory duties on both parties. Clause 7.4 sets the contractual trigger; check what the regulatory position adds.
Clause 2.5 permits suspension for non-payment. For a supplier, stopping deliveries is usually more effective than terminating, because it preserves the relationship and the receivable while creating immediate pressure.
Fixed pricing for a defined period with a notice-based review afterwards is the workable pattern. Prices "subject to change without notice" are a source of dispute and make the buyer’s own pricing impossible to manage.
Reflects Singapore law current as of {{DATE OF USE}}. The Sale of Goods Act, the Unfair Contract Terms Act, GST and import requirements, product safety standards and the Contracts (Rights of Third Parties) Act 2001 all change — have this agreement reviewed by a lawyer for any material supply relationship, and take specific advice on retention of title.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.