Who This Is For

This is for brand owners buying herbal tea at wholesale or under private label, and for distributors and retailers contracting with suppliers. It covers commercial terms rather than legal drafting, and you should have any agreement reviewed by a qualified professional before signing.

The reason to take this seriously is that herbal tea has characteristics that generate disputes: botanical material varies between lots, aroma and flavour drift over shelf life, and moisture sensitivity means storage conditions genuinely affect the product. Each of these becomes a disagreement if the agreement is silent.

The Specification Must Come First

Every other term depends on a written specification, because without one there is no agreed definition of a conforming product.

1. Botanical composition by name, part used, and form, with proportions stated.
2. Whether ingredients are whole, cut, or powdered, and the cut size where relevant.
3. Moisture content specification, which is central for dried botanicals.
4. Foreign matter and sieve specifications.
5. Aroma and appearance description, with retained reference samples agreed.
6. Microbiological limits and contaminant parameters.
7. Packaging specification including moisture barrier.
8. Shelf life and the storage conditions it assumes.

Commercial Terms to Settle

These are the terms that cause disputes when left open.

Term	What to Specify	Why It Matters
Price and validity	Price, and how long it holds	Botanical prices move seasonally
Price adjustment	What triggers a change and with what notice	Prevents mid-relationship surprises
MOQ	Per order and per SKU	Determines your capital at risk
Lead time	First order and reorder, separately	Packaging usually drives the longer one
Payment terms	Advance, balance and timing	Working capital planning
Delivery terms	Who arranges and pays freight, and where risk passes	A common source of dispute on damaged goods
Shelf life on arrival	Minimum remaining life you will accept	Prevents receiving near-expiry stock
Quality release	Documents required per batch before acceptance	Defines what conforming means
Rejection process	What happens when a batch fails, and who bears cost	The single most disputed clause
Exclusivity	Whether any applies, in what territory or channel	Often assumed and rarely written

The rejection row deserves particular attention. Agree in advance who pays for failed testing, return freight, and replacement, because negotiating it during a failure is adversarial by definition.

Quality Responsibility: Where the Line Sits

Allocate responsibility explicitly rather than assuming shared understanding.

Agree an inspection and notification window. Without one, a complaint about a batch delivered months earlier is difficult for either party to resolve fairly.

Red Flags in a Proposed Agreement

Treat these as signals to negotiate rather than deal-breakers, but do not sign around them.

1. No written specification referenced. Everything else is then undefined.
2. No stated remaining shelf life on arrival. You may receive aged stock legitimately.
3. No rejection or replacement process. The most expensive gap in any supply agreement.
4. Price with no validity period. Botanical inputs move; open-ended prices invite surprises.
5. Silence on formulation ownership. Settle who owns a jointly developed blend before it succeeds.
6. No confidentiality clause. Particularly important if you are sharing a blend.
7. Unclear delivery and risk transfer. Damaged-goods disputes usually trace here.
8. No exit or notice terms. The relationship will end eventually; decide how now.
9. Reluctance to provide licence copies. A supplier unwilling to document basics is a risk across every term.

Practical Checklist Before Signing

Work through this with your supplier.

1. Written specification agreed and referenced in the agreement.
2. Licence copies obtained and endorsements verified.
3. Price and validity period stated, with adjustment triggers defined.
4. MOQ per order and per SKU agreed.
5. First-order and reorder lead times stated separately.
6. Payment terms and milestones agreed.
7. Delivery terms and risk transfer point defined.
8. Minimum remaining shelf life on arrival specified.
9. Per-batch documentation requirements listed.
10. Rejection, replacement and cost responsibility defined.
11. Inspection and notification window agreed.
12. Confidentiality and formulation ownership settled.
13. Exclusivity position stated, even if the answer is none.
14. Notice and exit terms agreed.
15. Agreement reviewed by a qualified professional before signing.

Frequently Asked Questions