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Syrup Supply Agreement

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SYRUP SUPPLY AGREEMENT

This Syrup Supply Agreement (the "Agreement") is made and entered into as of by and between Supplier Name: , a organized under the laws of with its principal place of business at (\"Supplier\"), and Buyer Name: , a organized under the laws of with its principal place of business at (\"Buyer\"). Supplier and Buyer each may be referred to herein as a \"Party\" and collectively as the \"Parties\".

RECITALS

WHEREAS, Supplier is engaged in the manufacture, blending and distribution of liquid syrup products meeting food-grade standards; and

WHEREAS, Buyer desires to purchase and resell certain syrup products described in this Agreement, and Supplier desires to supply such products to Buyer under the terms and conditions contained herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to forecasts, orders, pricing, delivery, quality, warranties, and allocation of risk.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 \"Product\" means the syrup products described in the Product Specifications attached hereto or as otherwise agreed in writing and produced by Supplier to the standards set forth in Section 3. Product description and any special formulation instructions:

1.2 \"Purchase Order\" means a written order issued by Buyer specifying quantity, requested delivery date, shipping instructions and any applicable specifications. Purchase Orders are subject to the terms of this Agreement.

2. TERM

2.1 Term. This Agreement commences on the Effective Date and continues for years, unless earlier terminated in accordance with Section 12. The Agreement will automatically renew for successive one-year periods unless either Party gives written notice of non-renewal at least days prior to the end of the then-current term.

3. SPECIFICATIONS; QUALITY; INSPECTION

3.1 Specifications. Supplier shall manufacture and deliver Products in accordance with the Product Specifications and with Good Manufacturing Practices. Any changes to specifications must be agreed in writing by the Parties.

3.2 Inspection. Buyer shall inspect Products within a commercially reasonable time after receipt. Buyer shall notify Supplier in writing of any nonconformity within days of delivery specifying the nature of the defect. Failure to timely notify Supplier constitutes acceptance of the Products.

4. ORDERS, FORECASTS AND DELIVERY

4.1 Forecast. Buyer shall provide Supplier with a rolling forecast of anticipated monthly requirements for months. Forecasts are non-binding, provided that Buyer shall use commercially reasonable efforts to adhere to forecasts given.

4.2 Purchase Orders. Buyer shall submit Purchase Orders in writing specifying quantity, requested delivery date and delivery location. Supplier shall confirm acceptance in writing. Supplier may reject Purchase Orders in whole or in part for reasonable manufacturing or supply constraints.

4.3 Delivery and Title. Delivery terms are Ex Works Supplier's facility unless otherwise agreed in writing. Title and risk of loss pass to Buyer upon delivery to the carrier at Supplier's facility, unless otherwise agreed in writing.

5. PRICE AND PAYMENT

5.1 Price. The price per unit of Product shall be per unless otherwise agreed in a written amendment or confirmed Purchase Order.

5.2 Payment Terms. Buyer shall pay undisputed invoices within days from invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. TITLE, STORAGE AND TRACEABILITY

6.1 Title. Title to the Products passes as set forth in Section 4.3. Buyer shall maintain appropriate storage to preserve product quality and to comply with applicable food safety laws.

6.2 Traceability. Supplier shall maintain lot and batch records for Products delivered under this Agreement for a period of years and shall make such records available to Buyer upon reasonable request for purposes of recall or compliance.

7. WARRANTIES

7.1 Supplier Warranty. Supplier warrants that at the time of delivery Products shall (a) materially conform to the agreed Product Specifications, (b) be free from material defects in workmanship and material, and (c) be fit for the ordinary purposes for which such goods are used. The foregoing warranty is exclusive and in lieu of all other warranties, express or implied, except that Supplier does not disclaim warranties of title or noninfringement.

7.2 Remedies. If Products fail to conform to the warranty in Section 7.1 and Buyer provides timely notice, Supplier's sole obligation shall be, at Supplier's option, to repair or replace nonconforming Products or to refund the purchase price of such Products. These remedies are Buyer's exclusive remedies for breach of the foregoing warranty.

8. INDEMNIFICATION

8.1 Supplier Indemnity. Supplier shall indemnify, defend and hold harmless Buyer and its affiliates and their respective officers, directors and employees from and against any and all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of (a) Supplier's breach of its warranties in Section 7; (b) Supplier's negligence or willful misconduct; or (c) actual contamination or adulteration of Products caused by Supplier.

8.2 Buyer Indemnity. Buyer shall indemnify, defend and hold Supplier harmless from claims arising from Buyer's storage, handling, marketing or misuse of the Products, except to the extent such claims arise from Supplier's breach of warranty, negligence, or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SUPPLIER FOR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Supplier and Buyer shall each maintain commercial general liability insurance and product liability insurance in amounts customary in the industry. Upon request, a Party shall provide evidence of insurance to the other Party.

11. COMPLIANCE WITH LAWS; RECALLS

11.1 Compliance. Each Party shall comply with all applicable laws, regulations and industry standards applicable to its performance under this Agreement, including food safety and labeling laws.

11.2 Recalls. In the event of a product recall or customer complaint implicating Product safety, the Parties shall cooperate in good faith on a plan of action, allocation of costs and communications. Supplier shall be primarily responsible for recalls caused by Supplier's breach or contamination; Buyer shall be responsible for recalls resulting from Buyer handling or label misrepresentation.

12. TERMINATION

12.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach.

12.2 Effect of Termination. Termination shall not relieve either Party of obligations incurred prior to termination, including payment for Products delivered and obligations that by their nature survive termination.

13. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, strikes, shortage of raw materials, governmental actions, or pandemics. The affected Party shall give prompt notice and take commercially reasonable steps to mitigate the effects of the event.

14. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to third parties confidential business information disclosed by the other Party in connection with this Agreement, except to the extent required by law or for performance of this Agreement. Confidential information shall not include information that is or becomes generally available to the public through no fault of the receiving Party.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or such other address as a Party may designate by notice):

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. ENTIRE AGREEMENT; SEVERABILITY; GOVERNING LAW

17.1 Entire Agreement. This Agreement, together with any Purchase Orders and written attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings.

17.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision.

17.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

18. MISCELLANEOUS

18.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

18.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

Supplier Printed Name:

By (Authorized Signature):

Date:

Buyer Printed Name:

By (Authorized Signature):

Date:

Enter text✕

What a Syrup Supply Agreement Is and When It Applies

A Syrup Supply Agreement is a commercial contract that sets the terms for manufacturing, selling, and delivering syrup between a supplier and a buyer. Typical topics include product specifications, minimum and maximum quantities, pricing and price adjustments, delivery schedules and acceptance testing, quality warranties, packaging and labeling, intellectual property or recipe protection, payment terms, indemnities, insurance, and termination rights. These agreements can be executed on paper or electronically; when signed electronically they are enforceable under federal ESIGN rules (15 U.S.C. ch. 96) and most state UETA statutes, subject to industry-specific exceptions.

Why a Clear Syrup Supply Agreement Matters

A well-drafted Syrup Supply Agreement reduces commercial risk by defining quality standards, delivery obligations, pricing mechanics, and remedies for breach. It improves supply predictability, supports regulatory compliance for food or pharmaceutical uses, clarifies intellectual property ownership where recipes are proprietary, and creates an evidentiary record suitable for electronic execution under ESIGN/UETA.

Why a Clear Syrup Supply Agreement Matters

Typical Parties and Roles in a Syrup Supply Contract

This agreement is used by manufacturers, brand owners, and intermediaries who buy, blend, bottle, distribute, or resell syrup. Use the bullets to confirm which role matches your situation.

  • Manufacturer / Supplier — Produces syrup, warrants specification compliance, and often controls recipe intellectual property.
  • Beverage Brand / Buyer — Purchases syrup for blending or retail, sets acceptance criteria and ordering cadence.
  • Distributor / Wholesaler — Manages logistics, storage, and secondary sales under agreed delivery terms.

Identify the party type early, because signatory authority, insurance needs, and delivery responsibilities flow from the role you choose.

Core Sections to Include in a Professional Syrup Supply Agreement

A complete agreement groups related obligations so responsibilities and remedies are easy to find. Below are six essential sections and what they should control.

Parties & Recitals

Names, legal entity type, addresses, and background facts; ensures the contract identifies who has authority to act and why the contract is being executed.

Term & Termination

Start and end dates, automatic renewal rules, termination for convenience, termination for cause, and notice periods for nonrenewal or early termination.

Price & Payment

Unit pricing, volume discounts, invoicing schedule, accepted payment methods, late fees, and mechanics for disputed invoices.

Delivery & Acceptance

Delivery Incoterms, lead times, lot sizes, acceptance testing procedures, rejection process, and remedies for nonconforming deliveries.

Quality & Warranties

Specifications, testing standards, shelf life, recall obligations, warranty length, limits on liability, and corrective action procedures.

Confidentiality & IP

Non‑disclosure terms for recipes or formulas, ownership of improvements, permitted use of trademarks, and return or destruction of confidential materials.

Step-by-Step: How to Complete the Agreement

Follow these steps in order to prepare a clear, enforceable Syrup Supply Agreement suitable for electronic signature.

  • 01
    Gather documents: Collect specs, COAs, insurance certificates, and prior purchase orders.
  • 02
    Populate fields: Fill legal names, quantities, prices, and delivery terms.
  • 03
    Review legal terms: Confirm warranties, indemnities, and IP clauses reflect commercial intent.
  • 04
    Execute electronically: Use eSignature with audit trail and appropriate authentication.

How to Configure an Electronic Workflow for This Agreement

Set up a repeatable workflow to speed execution and keep records consistent across orders.

Field Configuration
Signer Order Supplier then Buyer; use sequential routing.
Authentication Email plus optional SMS or KBA for high-value contracts.
Conditional Fields Show remittance details only when payment type equals 'wire'.
Template Storage Save version-controlled template for each product family.

Where Signed Copies Should Be Sent and Retained

Route final signed agreements to the parties and to internal teams that use the contract data.

  • Supplier Records: Supplier retains original executed copy for production control.
  • Buyer Records: Buyer stores for accounts payable and inventory planning.
  • Accounting: Send invoice triggers to AP for payment processing.
  • Quality / Compliance: Attach COAs and test reports to the contract folder.

Digital Signing and Format Requirements

Use a platform that produces immutable signed PDFs, captures an audit trail, and supports common file types for supplier paperwork.

  • File Formats: PDF and DOCX widely accepted
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security Standards: TLS and AES‑256 encryption

Ensure the platform supports ESIGN/UETA compliance, provides signer attribution, and can retain records per tax and industry retention rules; obtain a BAA if handling protected health information.

Common Contract Deadlines and Notice Periods

Key dates and deadlines should be explicit to prevent late performance or unintended renewals.

Effective Date:

Contract obligations begin on the Effective Date entered in the signature block.

Delivery Windows:

Specify calendar dates or lead‑time ranges for each scheduled shipment.

Invoice Due Date:

State net terms (for example, Net 30) measured from invoice receipt or delivery.

Price Review:

Provide notice period for any price change, commonly 30–90 days.

Termination Notice:

Require written notice period, commonly 30–90 days depending on cause.

Common Mistakes When Preparing a Syrup Supply Agreement

  • Leaving product specifications vague, which leads to acceptance disputes and costly rework or rejection.
  • Failing to tie pricing adjustments to an objective index or formula, creating unexpected price exposure.
  • Not defining delivery terms or incoterms clearly, which causes confusion over risk and shipping costs.
  • Overlooking signatory authority and corporate authorization, which can render the contract unenforceable.

Penalties and Commercial Risks to Watch For

Breach Damages: Potential liability for lost profits or replacement costs.
Late Delivery Penalties: Contract may impose liquidated damages per day or per shipment.
Quality Rejection Costs: Supplier may bear recall, return, and testing expenses.
Tax and Invoicing Risk: Incorrect invoicing or missing TINs can trigger withholding or penalties.
Regulatory Fines: Noncompliance with food safety rules can lead to fines and recalls.
Reputational Harm: A public quality failure can damage brand value and contracts.

eSignature Vendor Pricing and Feature Snapshot for Contract Execution

Compare basic pricing and commonly required features when choosing an eSignature provider to execute Syrup Supply Agreements electronically.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Tips for Accurate and Efficient Agreement Completion

Apply these practices to reduce disputes, accelerate approvals, and create reliable records for audits or quality checks.

Standardize product specifications
Use appendices or exhibits for technical specs and COAs so changes to a single clause do not require redrafting the entire agreement.
Use template clauses for pricing adjustments
Include a clear indexation clause tied to a published index with caps and notice rules to avoid conflicts.
Require quality acceptance tests
Define sampling, laboratory standards, and timelines for rejection and retesting to avoid shipment disputes.
Record signature metadata
Preserve audit trails, signer IP, timestamps, and version history to support enforceability and dispute resolution.

Real-World Examples of Electronic Contract Execution

These short examples show how organizations use electronic signing to complete commercial agreements and speed operations.

Optica Ventures LLC

Optica needed a simple, repeatable signature process for supplier contracts

  • Reduced turnaround time for new vendor onboarding
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties

A small operator moved routine agreements online to avoid in-person meetings

  • Enabled mobile signing for field teams
  • "I can process and execute all of these documents online with 100% compliance and built-in security."

Frequently Asked Questions About Syrup Supply Agreements

Answers cover common questions on enforceability, electronic execution, notarization, amendments, and recordkeeping for syrup supply contracts.


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