What Is A Supply & Install Agreement?

If you sell products and also install them for your customers - think solar panels, air conditioning units, cabinetry, flooring, gates or commercial equipment - you’re not just selling “goods” or just providing a “service”. You’re doing both.

A Supply & Install Agreement ties these two parts together in one clear contract. It sets out exactly what you’ll supply, how and when you’ll install it, who is responsible for what, how you’ll be paid, and what happens if things don’t go to plan.

Getting this right matters. Blurry scopes, unclear timelines, or missing warranties can quickly lead to disputes, delays and unexpected costs. The good news is you can avoid most of these problems with a well-drafted agreement that fits Australian law and your business model.

Below, we’ll break down what a Supply & Install Agreement is, when to use one, the key clauses to include, common legal traps to avoid, and practical steps to roll it out in your business.

What Is A Supply & Install Agreement?

A Supply & Install Agreement is a contract that covers both the supply of goods and the on-site installation or set-up of those goods for a customer.

It’s commonly used by trades, contractors and suppliers where the customer purchases a product (e.g. a pump, window set, or POS system) and expects you to install it to a working standard. Rather than having two separate contracts, you can combine the terms into one document so your obligations, dependencies and risk allocation are clear end-to-end.

In practice, this agreement blends elements of a Supply Agreement (what goods you’ll provide, quality standards, delivery) and a Goods Services Agreement (scope of services, milestones, access to site, acceptance testing), with the Australian Consumer Law and construction-adjacent requirements in mind.

When Should You Use One?

Use a Supply & Install Agreement when:

• You’re supplying physical products that require installation, fitting, assembly or commissioning to be operational.
• Your quote includes both materials and labour and you want a single set of terms to govern the whole project.
• The outcome depends on both correct products and correct installation (e.g. compliance standards or performance guarantees).
• There are site constraints, access requirements or dependencies (e.g. other trades) that impact your ability to perform.

It’s also useful when you want to manage risk around lead times, unforeseen site conditions, delays by other contractors, and changes requested by the client during the job.

For simple, low-risk sales of goods that don’t include installation, a straightforward Terms of Trade may suffice. But as soon as you’re responsible for installation or commissioning, a combined agreement is the safer option.

What Should A Supply & Install Agreement Cover?

Every project is different, but strong agreements tend to include the following core clauses. These reduce ambiguity, help projects run smoothly and protect your position if a dispute arises.

1) Scope Of Goods And Services

• Detailed description of the goods (brand, model, specifications, finishes) and any substitutes you’re allowed to use if the original item becomes unavailable.
• Clear service scope (install, test, commission, train staff, remove packaging), including what’s explicitly excluded (e.g. electrical works beyond connection points, painting, patching, or structural works).
• Plans, drawings and standards the installation must comply with (AS/NZS, manufacturer guidelines, building codes).

2) Site Access And Client Responsibilities

• Access windows, site inductions, parking, storage space and utilities (power, water) provided by the client.
• Client obligations to ensure the site is ready (e.g. walls prepared, power available, other trades completed) before you attend.
• Consequences if the site isn’t ready (stand-down rates, reattendance fees, extended timelines).

3) Timeline, Milestones And Delays

• Target dates, lead times for ordered goods, and milestone stages (delivery, install, commissioning, handover).
• Extensions of time for delays outside your control (extreme weather, supply chain disruptions, client changes or late approvals).
• Process for rescheduling and any additional costs for out-of-hours work if the client requests it.

4) Pricing, Variations And Payment

• Fixed fees vs time-and-materials, plus how you’ll charge for variations or unforeseen conditions (e.g. hidden cables, structural issues).
• Deposit amount, progress claims, and final payment timing (e.g. on practical completion or acceptance testing).
• Late payment interest and right to suspend work for non-payment, aligned with your Terms of Trade.

5) Delivery, Risk And Title

• When risk in the goods passes to the client (e.g. on delivery to site vs on completion of installation) and when title transfers (often only once full payment is received).
• Responsibility for loss or damage at the site before handover and storage conditions if the client delays installation.
• Right to repossess or remove goods not yet paid for, and how you will secure these rights (e.g. considering whether to register a security interest if the arrangement meets PPSA requirements).

6) Warranties And Defects

• Manufacturer warranties for the goods and your workmanship warranty for installation (and how to claim).
• Defects liability period and process for rectification (what’s considered a defect, response timeframes, exclusions for misuse or lack of maintenance).
• Compliance with the Australian Consumer Law (ACL) and, if you provide written warranties to consumers, issuing a compliant Warranties Against Defects Policy.

7) Acceptance Testing And Handover

• Testing procedures, performance criteria and documentation (e.g. commissioning reports, user manuals, training).
• Practical completion or acceptance dates and what minor defects (if any) can be listed for later rectification.

8) Liability And Risk Allocation

• Proportionate liability where other contractors contribute to a loss.
• Reasonable caps on your liability, along with exclusions for indirect or special losses - drafted carefully so they are effective under Australian law. Consider specific wording for limitation of liability clauses and exclusions of consequential loss.
• Insurance requirements (e.g. public liability, product liability, professional indemnity if design is involved, workers compensation) and evidence of cover.

9) Variations And Change Control

• How the client requests changes, how you price them, and what happens to timelines.
• Who can approve changes on the client’s side to avoid “too many cooks” on site.

10) Termination And Suspension

• Right to suspend for non-payment, unsafe site conditions or client breach.
• Termination rights for insolvency or serious breach and the process for payment of work completed to date.

11) Intellectual Property And Confidentiality

• Who owns any drawings, custom configurations, software settings or documentation you create.
• Restrictions on sharing your pricing or scoped methodology with competitors.

12) Dispute Resolution

• Escalation steps before litigation (good faith negotiation, senior review, mediation).
• Governing law and jurisdiction (typically the Australian state or territory where the work occurs).

Do You Need Separate Supply And Installation Contracts?

Sometimes, yes - for example, where:

• The customer wants goods shipped to site under one contract and a separate installer handles the fit-out under another.
• You’re a wholesaler selling to a builder, and the builder engages electricians/plumbers directly.
• Different entities in your group handle supply vs installation for commercial or tax reasons.

If each part is truly independent (and different parties are responsible), separate contracts can make sense. But if the customer relies on you for a complete working solution, a combined Supply & Install Agreement usually reduces gaps and arguments about who is responsible for what.

For many businesses, the “one agreement” model is more customer-friendly and lowers administrative overhead, provided your clauses cater for both goods and services effectively.

Key Legal Issues In Australia

Beyond the commercial details, there are a few legal areas you’ll want to factor in when drafting your agreement and running projects.

Australian Consumer Law (ACL)

• Consumer guarantees apply to both goods and services supplied to consumers in Australia. You can’t contract out of these guarantees.
• Your advertising and statements about performance, installation times and “lifetime warranties” must not be misleading or deceptive.
• If you offer “warranties against defects” in writing, ensure the wording and process comply with the ACL using a compliant Warranties Against Defects Policy.

Building, Safety And Compliance

• Follow relevant building codes, Australian Standards and manufacturer instructions for installation.
• Ensure appropriate licences are held if required for specialised trades (e.g. electrical, plumbing) and manage subcontractors carefully under your agreement.
• Work health and safety (WHS) obligations apply on site - your agreement should let you stop work if conditions are unsafe.

Payment Security And Title

• Consider retention amounts for defects rectification or, conversely, mechanisms to ensure timely payment such as progress claims and deposits.
• To protect ownership of goods until paid, you can use retention of title wording, and assess whether it’s appropriate to register a security interest to strengthen your position if the client becomes insolvent.

Risk Allocation And Insurance

• Be clear about when you are responsible for loss and when the client bears the risk (e.g. post-delivery storage at their site).
• Use tailored limitation of liability clauses and exclusions of consequential loss that reflect the size and risk of the project.
• Match your contractual promises to your insurance cover to avoid uninsured exposures.

Documentation And Records

• Record site conditions, measurements, and client approvals (photos, sign-offs, change orders) to resolve issues quickly.
• Keep commissioning reports and handover documents - they prove completion and support warranty administration.

How Do You Negotiate And Implement One?

Here’s a practical approach to put a Supply & Install Agreement in place without slowing your sales cycle.

Step 1: Map Your Typical Jobs

List the goods you supply, common installation services, typical lead times, and recurring pain points (e.g. late access, other trades in the way, hidden conditions). This ensures your agreement addresses real-world issues you face week to week.

Step 2: Choose Your Contracting Model

Decide whether you’ll use a full project agreement for larger jobs and a shorter version for smaller installations, or a master agreement plus job-specific scopes. Many teams maintain a standard “base” with schedules that set the scope, price and timelines for each job.

Step 3: Draft Clear Scope And Variations

Spell out inclusions and exclusions, and define a simple variation process. The best scope section reduces back-and-forth and eliminates assumptions.

Step 4: Align Payment And Delivery

Set deposits, progress claims and delivery points that reflect your cash flow and risk. If you’re holding high-value goods before installation, think about title retention and whether to register a security interest for extra protection.

Step 5: Calibrate Liability To Project Risk

Set reasonable liability caps and exclusions, making sure your insurance and promises align. Incorporate robust clauses around limitation of liability and consequential loss so both parties know where they stand if something goes wrong.

Step 6: Build A Sales-Friendly Process

Attach your agreement to quotes, or include a one-page summary with key commercial terms and a link to full terms. Train your team to explain the basics (scope, variations, timelines, warranties) in plain English.

Step 7: Keep Records And Close Out Properly

Use checklists for delivery, installation and commissioning. Get acceptance sign-offs at milestone stages and issue handover packs so clients know how to use and maintain the goods.

Helpful Contract Types And Add-Ons

• Supply Agreement for goods-only sales when installation isn’t required.
• Goods Services Agreement for service-led engagements where goods are incidental or low value.
• Terms of Trade to standardise deposits, delivery, late fees and risk allocation for smaller, repeat jobs.
• Warranties Against Defects Policy to ensure your written warranties meet ACL requirements.

Key Takeaways

• A Supply & Install Agreement combines goods and services into one clear contract so both sides know exactly what’s included, when, and on what terms.
• Core clauses should cover scope, site access, timelines, variations, pricing and payment, delivery and title, warranties, acceptance, liability, and termination.
• Australian Consumer Law still applies, and written warranties need compliant wording, so include a proper Warranties Against Defects Policy where relevant.
• Protect your risk position with tailored limitation of liability clauses, thought-through delivery and title terms, and consider whether to register a security interest for higher-value projects.
• Choose the right document for the job: a combined agreement for end-to-end projects, or a Supply Agreement or Terms of Trade for simpler transactions.
• A user-friendly contracting process, clear scopes and diligent records will reduce disputes and keep projects moving.

If you’d like a consultation on preparing or reviewing a Supply & Install Agreement for your business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.