The Supplier shall supply the following products (the “Products”) to the Customer: [List of products to be supplied under the contract]. The Products shall conform in all respects to the specifications set out in Schedule [X] and shall be of satisfactory quality, free from defects and fit for purpose. The Supplier shall ensure that the Products comply with all applicable laws, standards and regulations in force from time to time.
Here is a plain English explanation of the Products clause:
- This clause identifies the specific products the Supplier will provide to the Customer under the contract.
- It lists out the products or refers to a schedule that contains the product details.
- The products must match the specifications in the contract.
- The products must be of satisfactory quality and free from defects.
- The products must be fit for the intended purpose.
- The Supplier must ensure the products comply with relevant laws, standards and regulations.
- The purpose is to define the scope of products covered and set minimum quality requirements the Supplier must meet.
- It provides clarity on the key product obligations while leaving detailed specifications and acceptance processes to be addressed elsewhere.
- This gives the Customer assurance on product performance while allowing flexibility on specifics.
- Having clear product commitments minimizes disputes and ensures the Supplier delivers what the Customer expects.
Product supply provisions have been a core component of commercial contracts for centuries. Early English common law established an implied warranty that products would be fit for their ordinary purpose.
By the late 1800s, the Uniform Sales Act and emerging consumer protection laws in the United States formally codified quality and fitness warranties in sale of goods contracts.
As manufacturing and extended supply chains arose in the early 20th century, clauses defining product specifications, quality, and compliance became prevalent in procurement contracts. Following World War II, standardized terms and conditions developed by industry groups often included generalized product supply provisions. However, by the 1960s courts increasingly required parties to articulate product obligations more explicitly in contracts.
The rise of consumer protection regulations in the 1960s-70s led to product warranty disclaimers becoming common in contracts. But disclaimers also faced greater scrutiny. In the UK, the Sale of Goods Act 1979 implied statutory warranties around quality that could not be fully excluded.
Today, product supply clauses continue to evolve with product complexity, heightened regulatory obligations, and increased quality demands. They remain essential in supply contracts across industries including manufacturing, retail, technology and life sciences. The trend is toward greater specification of product standards, quality assurance requirements, compliance criteria, and warranty details within the contract terms.
As products and regulations continue to change, flexible yet defined product clauses will remain vital in commercial contracts.