Commercial Supply Agreement Attorney in Miami-Dade

A commercial supply agreement attorney in Miami-Dade helps a business write, check and enforce the contract that controls how goods are ordered, priced, delivered and paid for. KEW Legal focuses on business matters for owners and investors across Miami-Dade and South Florida, and is based in Coral Gables and Sunny Isles Beach. This page explains what a supply agreement covers, which terms matter most and how the work runs. If a supplier has stopped delivering or a contract is waiting for your signature, contact KEW Legal or call 305-990-2300.

What a Commercial Supply Agreement Covers and Who Needs One

A commercial supply agreement is a binding contract in which one business agrees to provide goods to another on set terms. It usually fixes the price, quantity, delivery schedule, quality standards and payment timing.

Manufacturers, distributors, importers, wholesalers, restaurant and hospitality groups and retailers all use these contracts. They matter most when the same businesses buy from or sell to each other again and again.

Florida’s rules for goods sit in Chapter 672 of the Florida Statutes. Fla. Stat. § 672.102 says the chapter covers transactions in goods. In a mixed deal, the full chapter applies only if the goods side predominates.

A purchase order and an email chain often leave gaps on price changes, cure rights and termination. Under Fla. Stat. § 672.201, a contract for the sale of goods priced at $500 or more is generally not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale was made and signed by the party against whom enforcement is sought or by that party’s authorized agent or broker. The statute also provides exceptions, including for goods specially manufactured for the buyer, where the party against whom enforcement is sought admits in court that a contract was made, and where payment has been made and accepted or the goods have been received and accepted. Between merchants, a written confirmation can satisfy that rule if it is received within a reasonable time, is sufficient against the sender, and the recipient has reason to know its contents, unless the recipient gives notice of objection in a record within 10 days after receiving it.

Drafting, Review and Dispute Work KEW Legal Handles

KEW Legal drafts, reviews and negotiates supply agreements. It also handles disputes when a supplier or buyer stops performing.

• Drafting a new agreement from your business terms, including exclusivity, minimum volumes and renewal terms.
• Reviewing a supplier’s or buyer’s form before you sign, with a written list of risks and requested changes.
• Negotiating with the other side and preparing redlines, which are marked-up drafts showing each proposed change.
• Amending, renewing or assigning a supply contract when a business is sold or restructured.
• Handling disputes over late or short deliveries, nonconforming goods, unpaid invoices, price increases and termination notices.
• Serving as outside general counsel, so supply terms are checked against your other vendor, lease and partner obligations.

Terms that look routine, such as a low liability cap or a short notice window, can carry risks that are worth reviewing before a contract is signed.

Key Terms We Review in Every Supply Agreement

The terms that drive cost and risk are price, quantity, delivery, quality, payment, termination, liability and dispute resolution.

• Pricing: fixed or indexed prices, surcharges, and who pays if freight or tariff costs rise.
• Quantity: forecasts, minimum purchase commitments and what happens if orders fall short.
• Delivery and risk: who ships, when the risk of loss passes, and how long the buyer has to inspect and reject goods.
• Quality: specifications, warranties and the remedy for defective goods. Unless excluded or modified (§ 672.316), Fla. Stat. § 672.314 implies a warranty that goods are merchantable if the seller is a merchant with respect to goods of that kind. Words like “as is” can exclude implied warranties under § 672.316, so that language needs close review.
• Payment: due dates, late charges and any right to pause shipments.
• Termination and notice: cause, convenience, notice periods and the method for sending a valid notice.
• Conflicting forms: when a supplier’s terms clash with yours, Fla. Stat. § 672.207 governs which additional terms can join the deal between merchants.
• Disputes: venue, governing law, and any mediation or arbitration clause. Under Fla. Stat. § 682.02, a written arbitration agreement is generally valid and enforceable.

Florida courts weigh both how a contract was made and how one-sided its terms are. See Basulto v. Hialeah Automotive.

When a Supply Relationship Breaks Down

When a supplier or buyer stops performing, the contract’s notice and cure steps usually come first. Florida’s filing deadlines run alongside them.

Common triggers include missed delivery dates, goods that don’t match the specification, short shipments, unpaid invoices and disputed price increases.

Notice matters. Once a buyer accepts goods, Fla. Stat. § 672.607 requires notice of breach within a reasonable time after the buyer discovers or should have discovered it. Otherwise the buyer may be barred from any remedy.

Cure rights matter too. When a delivery is rejected as nonconforming and the time to perform is still open, the seller may give notice of an intent to cure. The seller can then deliver conforming goods within the contract time, under § 672.508.

Florida sets filing deadlines in Fla. Stat. § 95.11. A contract clause that sets a shorter period than the statute allows is void under § 95.03. Check those deadlines early.

Common options include a demand letter, a negotiated cure or amendment, mediation, arbitration if the contract requires it, or a lawsuit. A seller may also sue for the price of accepted goods when the buyer fails to pay as it becomes due, under § 672.709. Keep purchase orders, delivery receipts, invoices and messages in one place.

How the Process Works

The work moves through five steps, from the first call to a signed agreement or a resolved dispute.

1. Initial consultation. You describe the agreement or dispute, the other business and any deadlines already in play. The first consultation is free, confidential, and carries no obligation to continue.
2. Document review. The firm reads the contract, purchase orders, invoices, delivery records and correspondence. It then flags gaps, conflicts and deadlines.
3. Written plan. You receive a recommended path and a plain explanation of the scope of work.
4. Drafting, negotiation or demand. The firm prepares the agreement, redlines, demand letter or response, and manages communication with the other side.
5. Resolution. The matter closes with a signed agreement, an amendment, a settlement or, if needed, a filed proceeding. You stay informed at each stage.

A short review of a standard form can move quickly. A contested dispute usually takes longer. The firm gives a realistic timeline after reviewing your documents.

Why Businesses Work With KEW Legal

KEW Legal is a Florida business law firm that focuses on matters affecting business owners and investors.

• Location: based in Coral Gables and Sunny Isles Beach, serving business clients across Miami-Dade and South Florida.
• Business focus: partnership and vendor disputes, employment issues for employers, business acquisitions and sales, succession planning, commercial leases, real estate investment and commercial evictions.
• Responsible lawyer: Kristina E. Wilson is the lawyer responsible for this page. Natalie Martinez is also a lawyer at the firm.
• Outside general counsel: supply contracts are reviewed alongside the company’s wider legal decisions, not only at signing.
• Written explanations: our team explains the terms that drive cost and risk in plain language.

Frequently Asked Questions