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  • Writer's pictureWefaq Law Firm

Vendor Contracts: Everything you need to know

Updated: Apr 16, 2023

For most businesses, vendors are used to purchase products or services that are critical to operations. Whether it’s your office supplies, equipment repair and maintenance, internet and phone services, or even raw materials for your products, your business depends on different vendors fulfilling their promises and expectations. Knowing the fundamental elements of a vendor contract can protect you from unnecessary disputes and issues later on. In this article, we’ll cover what a vendor contract is and how to create them to protect your business operations.

What is a vendor contract?

A vendor contract (otherwise known as a vendor agreement) is a business contract between two parties covering the exchange of goods or services in return for compensation. Vendor contracts establish the business relationship conditions and include details on each party’s obligations under the contract.

What is the purpose of a vendor contract?

The purpose of a vendor contract is to allow all parties involved to understand what is expected in terms of deliverables, payment, etc. during an exchange of goods or services and the consequences if those expectations are not met. Companies are also better able to mitigate their risks by negotiating vendor contracts at the start of any business/vendor partnership.

Types of vendor contracts

Vendor contracts run the gamut from goods to services and typically everything from day-to-day operations to one-time activities and events. Typical vendor contracts include:

Fixed Price Contract

The buyer and seller agree to one fixed price for a “well-defined product” regardless of possible overruns, delays, market fluctuations, or other factors that might impact the cost or value of the product. Typically used for low-risk situations with well-established vendors.

Cash Reimbursable Contract

The buyer and seller agree that in addition to a standard fee, the seller will also be reimbursed for any work associated with the contract’s fulfillment. Typically used when there is more risk and uncertainty associated with the product or service.

Time and Materials Contract

The buyer and seller agree to a specific hourly rate and timeframe. Typically used with third-party vendors, consultants, freelancers, and other outside contractors.

Letter Subcontract

The buyer and seller agree that a percentage of work will be completed during a “subcontract” phase, usually under 40% of the total project or product. This is typically used when all the contract details cannot be finalized before the project needs to start (usually large projects with lots of variables.)

Indefinite Delivery Contract

The buyer and seller agree to a flexible contract with an undefined quantity of goods, or alternatively, an undefined time of service. Instead of very specific deliverables, a range is used to identify the minimum and maximum expectations. Typically used when multiple projects are worked on simultaneously with a master agreement that defines the overall project.

Distribution Agreement Contract

An agreement between a distributor and the vendor that includes how, when, and where a product will be distributed. Distribution Agreements give a distributor the right to sell and usually profit from the vendor’s products. Typically these agreements also outline if the distribution relationship is exclusive or non-exclusive.

Business vendor contract example

Say you were to host an awards banquet. You would need a furniture vendor for your tables and chairs. The Vendor Contract would likely include:

  • The type of furniture your vendor would provide (color, style, size)

  • When the furniture would be delivered

  • The time for its retrieval

In return, you would agree to:

  • Pay a specific price for the use of the furniture

  • Agree to make sure it remains undamaged during use

  • Ensure the vendor is provided with the necessary access for deliveries and retrieval of the furniture

There would also be information in the agreement that outlines what would happen if the furniture was damaged or not returned.

What to look for in vendor contracts

Vendors and customers form contracts in many ways and formats. Yet most written vendor contracts include the same legal provisions and usually in the same general order:

1. Scope

A vendor contract will describe the products or services included in the contract and how those products or services will be delivered. By clearly defining what each party expects from the other many mistakes can be avoided.

2. Timing

Vendor contracts should also clearly establish when the vendor will be paid, when the goods or services will be delivered and when the business relationship will end.

3. Price and payment

Vendor contracts should clearly establish the price paid in return for the vendor’s performance. It should also cover how the vendor will be paid—whether via cash and currency, an in-kind contribution, forgiveness of debt, or any other financial arrangement.

4. Termination

A vendor contract creates a business relationship, but it should also include how and when that business relationship will end, as well as any steps either party can take if they are to complete the contract early.

5. Consequences

Vendor contracts will also detail consequences should either party not fulfill their duties and obligations under the contract. This establishes how parties can settle any disagreements that arise while also ensuring awareness of ramifications if they do not fulfill their terms of the contract.

Creating a vendor contract

Creating a vendor contract most often requires the help of an attorney to ensure the contract aligns with the proper legal provisions and adequately protects all parties involved. While exact details will vary, most contracts follow the same general order:

Step 1: Specify business terms

The first part of each vendor contract usually outlines the business terms including:

  • Name of the customer

  • Name of the vendor

  • The specific obligation of each party, with details around the good, the service, or the license

  • Price

  • Payment terms

Step 2: Outline legal concepts

This section usually begins with the representations and warranties section. The contract parties use this section to make promises about the quality of the products and services, their rights to sign the contract, and their compliance with applicable laws. This also includes any confidentiality and indemnity provisions.

Step 3: Address consequences

The last part of the vendor contracts then describes what happens when things go wrong. The contract will talk about when each party can terminate, whether they’ll use litigation or arbitration, what law will govern the dispute, etc.

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