What should a delivery agreement contain?

A delivery agreement should specify what is to be delivered, delivery times, payment terms, quality requirements, allocation of responsibility for delay or defects, any guarantees, and how disputes will be resolved.

When do you need to sign a delivery agreement?

You typically need a delivery agreement when delivery terms are central to the transaction, for example in major projects, cross-border trade or recurring deliveries over time.

Which laws can apply to delivery agreements?

Delivery agreements are generally governed by contract and sale of goods rules, and in international trade the CISG may apply. The agreement should clearly state governing law and dispute resolution.

Delivery agreement

The term “delivery agreement” is sometimes used without a single, uniform definition.

Glossary
Delivery agreement

Explained – what is a delivery agreement?

The expression delivery agreement lacks an exact legal definition and may therefore refer to different types of contractual obligations. In practice, it is used to describe a written agreement between a supplier and a customer that governs an undertaking to deliver goods or services. The agreement typically contains provisions on delivery times, payment terms, quality, liability for delay and any guarantees. A delivery agreement is used across multiple industries—such as manufacturing, trade and construction—and forms part of commercial contract law. A delivery agreement is frequently also referred to as a delivery contract.

When does a delivery agreement become relevant?

A delivery agreement becomes relevant when companies or organisations buy or sell goods or services where delivery is central to the transaction. This may concern one-off deliveries or ongoing deliveries over time. The agreement is used to clarify expectations and minimise the risk of disputes, for example in major projects or long-term supplier relationships, supporting a robust supplier–customer relationship.

Customer, delivery truck and business partners connected by arrows and security shield, illustrating delivery agreements, supply contracts and safe logistics.

Points to consider for a delivery contract

When preparing a delivery contract, it is important to specify the terms of the agreement carefully to avoid ambiguity. The following points are key:

Specify exactly what is to be delivered, including technical specifications.
Set delivery times and any milestones within the delivery.
Regulate payment terms and any advance payments.
Allocate responsibility for delay, defects or damage.
Define guarantees and how complaints are to be handled.
Determine governing law and dispute resolution clauses to be applied.
Consider confidentiality and non-compete clauses where appropriate.

Clear and complete delivery terms and conditions reduce the risk of conflict and provide a stable basis for the business relationship.

Delivery agreement

Why is a delivery agreement important?

Delivery agreements are important because they create clarity and certainty in business relationships. By regulating the parties’ rights and obligations, unnecessary disputes can be avoided and co-operation runs more smoothly. This is particularly true in projects involving significant value or long time periods.

The agreement also works as a means of managing risk. If a party does not fulfil its obligations, there are clear rules for handling the situation, which helps both legally and practically. This protects the company’s interests and safeguards delivery quality.

From a business perspective, a well-drafted delivery agreement strengthens the relationship between the parties and can support long-term supplier relationships. It signals professionalism and a structured way of working, which increases trust in business relationships.

Evident detail on what is to be delivered, delivery times, payment terms, allocation of responsibility, guarantees and how disputes are to be resolved.

Whenever delivery terms are critical to the outcome. This applies to major projects and recurring deliveries alike, ensuring both parties share the same expectations.

A delivery agreement often regulates both the practical performance of delivery and terms over time, while a purchase agreement focuses primarily on transfer of title and payment. For long-term deliveries, a delivery contract is preferable.

Clear delivery times reduce the risk of delay and disputes. They allow both parties to plan resources and projects more effectively.

Improved project planning
Reduced risk of financial loss
Greater predictability for all involved

Parties can agree specific provisions for delays, for example liquidated damages for late delivery, re-delivery or a right to terminate. This should be clearly set out in the agreement and may be combined with force majeure clauses for unforeseen events.

Define what constitutes a delay
Set out the financial consequences
Specify exceptions and force majeure

Delivery agreements are generally governed by applicable contract and sale of goods legislation, and in cross-border trade the UN Convention on Contracts for the International Sale of Goods (CISG) may apply. It is important to state the governing law clearly and, where needed, seek advice from a contract lawyer.

We advise clients across Europe on drafting and negotiating delivery agreements under commercial contract law.