Vendor Agreement Template for the US: Clauses and Law That Apply (2026)

What is a US vendor agreement, and when do you need one? A US vendor agreement is a contract between a buyer and a vendor (supplier) for the ongoing supply of goods or services. It sets prices, delivery, quality, payment, and how problems are handled. You need one whenever a supply relationship is repeated or important enough that a purchase order alone is not sufficient. When the agreement covers the sale of goods, it is governed in the US by Article 2 of the Uniform Commercial Code, which almost every state has adopted, so a vendor agreement sits on a shared legal base with state-by-state variations. This article is general guidance, not legal advice. Commercial law is state law and the details vary, so have a qualified professional review an agreement before you rely on it. Last verified October 2026. ## US vendor agreement template Copy the block below and fill the bracketed fields. ```

VENDOR AGREEMENT This Vendor Agreement ("Agreement") is made on [DATE] BETWEEN: [BUYER NAME], a [STATE] [entity type] ("Buyer") AND [VENDOR NAME], a [STATE] [entity type] ("Vendor") 1. SUPPLY The Vendor will supply the [goods / services] described in Exhibit A. Orders are placed by purchase order referencing this Agreement; this Agreement controls if a purchase order conflicts. 2. PRICE AND CHANGES Prices are set in Exhibit A and fixed until [DATE]. Price changes require [N] days written notice and apply only to orders placed after the change. 3. DELIVERY AND RISK OF LOSS The Vendor will deliver to [location] by the agreed date. Risk of loss passes to the Buyer on [delivery / per the stated shipping term]. 4. ACCEPTANCE AND INSPECTION The Buyer may inspect goods within [N] days and reject non-conforming goods. The Vendor will replace or refund rejected goods. 5. WARRANTIES The Vendor warrants the goods are new, conform to the specification, and are free of defects in materials and workmanship for [warranty period], and that it has good title. [Implied warranties under the UCC apply except as lawfully disclaimed.] 6. PAYMENT The Buyer will pay undisputed invoices within [N] days (for example, net 30). Late amounts carry interest at [rate allowed by law]. 7. INSURANCE AND COMPLIANCE The Vendor will carry [insurance] and comply with applicable laws, including product-safety and anti-bribery laws. 8. INDEMNITY The Vendor indemnifies the Buyer against third-party claims arising from defective goods or the Vendor's breach or wrongful act. 9. LIMITATION OF LIABILITY To the extent the law allows, neither party is liable for indirect loss, subject to the indemnity and any carve-outs. 10. TERM AND TERMINATION This Agreement runs from [START] for [term], renewing unless ended on [N] days notice, or immediately for material breach. 11. GOVERNING LAW This Agreement is governed by the laws of the State of [STATE] and, for the sale of goods, Article 2 of the Uniform Commercial Code as adopted there. Signed - Buyer: __________ Vendor: __________ Name / title / date Name / title / date

- **Delivery and risk of loss (clause 3).** State when risk passes from vendor to buyer. The UCC sets defaults, but shipping terms such as FOB origin or destination change the answer, so make it explicit.
- **Acceptance and warranties (clauses 4 and 5).** Set an inspection window and the right to reject non-conforming goods, and a clear warranty. The UCC implies warranties of merchantability and fitness unless they are lawfully disclaimed.
- **Payment (clause 6).** Net 30 is common; set the window, when the clock starts, and the remedy for late payment.
- **Indemnity and liability (clauses 8 and 9).** Push responsibility for defective goods onto the vendor, and set a liability cap for the rest, subject to carve-outs. ## Common mistakes to avoid - No order-of-priority clause, so the parties fight over whose standard terms apply.
- Silence on risk of loss, leaving it to default rules neither side checked.
- Disclaiming warranties in a way the UCC does not allow, so the disclaimer fails.
- No inspection and rejection window, making it hard to refuse bad goods.
- Payment terms with no late-payment remedy. ## A note on jurisdiction and current law - **The UCC governs goods.** Article 2 of the Uniform Commercial Code governs the sale of goods and has been adopted, with some variation, by every state. Louisiana has not adopted Article 2 in the same way, so confirm there. Services are governed by common law, not the UCC. <!-- [VERIFY: Louisiana's treatment of UCC Article 2 and any state-specific variations] -->
- **Implied warranties.** The UCC implies a warranty of merchantability and, in some cases, fitness for a particular purpose. These can be disclaimed, but only in the specific way the UCC requires.
- **Risk of loss and shipping terms.** Shipping terms such as FOB origin or FOB destination decide when risk passes, so set them clearly.
- **Other law on top.** Product-safety, import, and anti-bribery laws may apply depending on the goods and the supply chain. ## Where a contract workspace helps A template gets you a sound vendor agreement. The work that follows is keeping warranty, indemnity and liability terms consistent across many vendors, reviewing each agreement for risk before signing, and staying on top of renewals and price-change notices. Those jobs, drafting, reviewing, tracking and governing your vendor contracts, can run in a single AI workspace tuned to how your company buys, rather than in a drafting tool, a reviewer, a drive and a spreadsheet that do not talk to each other. A tool like [Adira](https://adiralaw.com) is built on that one-workspace approach.