This Supplier Contract ("Agreement") is made and entered into as of [DATE] by and between [Your Business Name], a [State of Incorporation] corporation with a principal place of business at [Your Business Address] ("Buyer"), and [Supplier Name], a [State of Incorporation] corporation with a principal place of business at [Supplier Address] ("Seller").


WHEREAS, Buyer is a licensed HVAC contractor and Seller is a supplier of HVAC equipment and materials; and

WHEREAS, Buyer desires to purchase certain HVAC equipment and materials from Seller, and Seller desires to sell such equipment and materials to Buyer on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. Products and Services

  • Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase from Seller, the following HVAC equipment and materials (the "Products"):
    • [List specific products with descriptions, quantities, and part numbers (if applicable)].
  • Seller warrants that the Products will be new, free from defects in materials and workmanship, and will comply with all applicable industry standards and specifications.

2. Price and Payment Terms

  • The purchase price for the Products shall be [Total Price] (the "Price").
  • Payment terms shall be [Specify payment terms, e.g., net 30 days, 50% deposit with order, balance due upon delivery].
  • Buyer shall pay Seller by [Specify payment method, e.g., check, wire transfer].
  • Late payments will accrue a late fee of [Late Fee Percentage]% per month on the outstanding balance.

3. Delivery

  • Seller shall deliver the Products to Buyer at [Delivery Location] on or before [Delivery Date].
  • Seller is responsible for all shipping and handling costs unless otherwise agreed upon in writing.
  • Title and risk of loss for the Products shall pass to Buyer upon delivery.

4. Warranties

  • Seller warrants that the Products will be free from defects in materials and workmanship for a period of [Warranty Period] (e.g., 1 year) from the date of purchase.
  • This warranty does not cover defects caused by normal wear and tear, misuse, or acts of God.
  • Buyer's sole remedy for a breach of warranty shall be, at Seller's sole option, repair or replacement of the defective Product.

5. Term and Termination

  • This Agreement shall commence on the date first written above and shall remain in effect for a period of [Term Length] (e.g., 1 year), and may be renewed for successive terms of equal length upon written agreement of both parties.
  • This Agreement may be terminated by either party upon written notice for cause, such as material breach of contract or insolvency.

6. Limitation of Liability

  • Seller's liability under this Agreement shall be limited to the Price of the Products. Seller shall not be liable for any indirect, incidental, consequential, or special damages arising from this Agreement.

7. Confidentiality

  • The parties agree to keep confidential all non-public information disclosed by the other party hereunder.

8. Governing Law

  • This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].

9. Entire Agreement

  • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10. Notices

  • All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier service to the addresses set forth above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


[Your Signature]

[Your Printed Name]


[Supplier Signature]

[Supplier Printed Name]

Additional Notes:

  • This is a sample template and should be reviewed by an attorney before using it in your business.
  • You may need to modify it to comply with specific terms offered by your suppliers.
  • Consider including additional sections for dispute resolution, minimum order quantities, and return policies (if applicable).

By having a well-defined Supplier Contract in place, you can establish clear expectations regarding pricing, delivery, warranties, and liability with your HVAC equipment and material suppliers.