Business & commercial

Supply agreements in Victoria.

A supply agreement decides who wears the cost when a shipment is late, a price rises, a product fails or a customer refuses to pay. CMK Legal drafts and reviews supply, distribution and manufacturing agreements for Victorian businesses, protecting your margin, your payment terms, your intellectual property and your right to walk away.

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Solicitor-drafted

Agreements drafted around how your business actually trades.

Practical timeframes

Reviews returned promptly in most matters.

Fixed fee, quoted first

Fixed fee quoted before drafting or review begins.

Australian commercial law

Australian Consumer Law, PPSA and unfair contract terms regime.

What a supply agreement should cover.

Whether you are the supplier or the buyer, the agreement needs to fix the commercial basics precisely: what is being supplied and to what specification, volumes and whether they are committed or indicative, pricing and the mechanism for changing it, payment terms, delivery obligations and Incoterms, and when title and risk pass.

Then come the risk clauses. Warranties on quality and fitness for purpose, defect and recall procedures, limitation and exclusion of liability, indemnities, insurance, force majeure, and how supply failures are remedied. Australian Consumer Law guarantees cannot be contracted out of for consumer goods and services, so exclusion clauses have to be drafted around them rather than over them.

Finally, the relationship terms: exclusivity or non-exclusivity, territory, minimum purchase commitments, intellectual property and branding, confidentiality, personal property securities registration over goods supplied on credit or on consignment, term, renewal, termination rights and what happens to stock and tooling at the end.

If you supply goods on credit, on consignment or under retention of title, register your security interest on the PPSR, properly and in time. Unregistered suppliers routinely lose their own stock when a customer goes into administration.

Where supply agreements protect the business.

Price, payment and margin

Price review and rise-and-fall mechanisms, currency and freight movements, payment terms, interest on late payment, set-off rights and the ability to suspend supply for non-payment.

Delivery, title and risk

Delivery obligations, lead times, acceptance and rejection procedures, and a clear point at which title and risk pass, backed by retention of title and PPSR registration.

Liability capped, not open-ended

Warranty scope, liability caps, exclusion of consequential loss and indemnities drafted to survive scrutiny under the Australian Consumer Law and the unfair contract terms regime.

Exit that does not cripple you

Term, renewal, termination for convenience and for breach, notice periods, run-off arrangements, and what happens to remaining stock, tooling and customer data.

Talk to us if.

  • You are appointing or becoming a distributor or reseller
  • A major customer has sent you their standard supply terms to sign
  • You supply goods on credit, on consignment or under retention of title
  • You are having product manufactured to your specification or under your brand
  • You are importing or exporting and need Incoterms and currency terms right
  • A supplier has failed and you need to know what you can recover
  • Your agreement has no liability cap or no termination right
  • You deal with small businesses and need to avoid unfair contract terms

Standard terms sent by a large customer are a starting position, not a final one. Most contain a liability position no supplier should accept, and most are negotiable if you ask before you start supplying.

How we handle supply agreements.

  1. 01

    Understand the trade

    What you supply or buy, to whom, on what volumes and margins, and where things have gone wrong before.

  2. 02

    Risk assessment

    We identify the exposures that matter for your business, payment, product liability, recall, IP or dependency.

  3. 03

    Draft or review

    A tailored agreement, or a marked-up review of the other side's document with a plain-English rundown of the risks.

  4. 04

    Negotiation

    The points worth fighting for pressed with the other side, and the ones that are not, left alone.

  5. 05

    Security and compliance

    PPSR registration, ACL compliance and unfair contract terms review before the agreement goes live.

  6. 06

    Execution and templates

    Signing arranged, and where useful a reusable template and purchase order terms for your ongoing trade.

Transparent supply agreement fees.

Reviews of an incoming supply or distribution agreement are a fixed fee, including a marked-up copy and a plain-English rundown of the risks. Bespoke drafting is quoted after a short scoping call, and reusable trading term templates are quoted as a one-off package you can use across every customer.

Request a fixed-fee quote

FAQs

Supply agreement FAQs.

Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.

Do I really need a written supply agreement?
Yes, if the relationship matters. Without one, the terms are whatever a court pieces together from purchase orders, emails and past dealings, usually with no liability cap, no clear payment terms and no retention of title. The document is cheapest before the relationship starts.
What is retention of title and why register it on the PPSR?
A retention of title clause keeps ownership of goods with you until you have been paid. To be effective against a liquidator or a secured lender, that interest must be registered on the Personal Property Securities Register within the statutory timeframes. Unregistered, your goods are treated as the customer's assets in an insolvency.
Can I exclude liability for defective products?
Only partially. Australian Consumer Law guarantees cannot be excluded, restricted or modified for consumer goods and services. What you can do is cap liability where the ACL permits it, exclude consequential and indirect loss, define warranty scope and remedy carefully, and back it with adequate product liability insurance.
What are unfair contract terms and do they apply to me?
The regime applies to standard form contracts with consumers and small businesses, and since the 2023 reforms includes substantial penalties for proposing or relying on an unfair term. Terms allowing one party alone to vary price, terminate at will or avoid liability are the usual targets. If you use standard terms with small business customers, they should be reviewed.
Should the distribution be exclusive?
Exclusivity is worth granting only in exchange for something, minimum purchase commitments, marketing spend or performance targets, and should be tied to those obligations so it can be withdrawn if they are missed. Exclusive arrangements also need a competition law check before they are agreed.
My supplier failed to deliver. What can I recover?
It depends on the agreement: the remedies clause, the liability cap, whether consequential loss is excluded and whether force majeure applies. Where there is no written agreement, you may still have rights for breach of contract and under the ACL, but they are harder and more expensive to establish.

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