4 Things Vendor Agreements Should Contain

Let’s face it. To run your business, you need vendors who can help with any number of services or items that are critical to your operations but are not in your area of expertise. While many vendors are moving toward standard form contracts for the sake of uniformity and consistency, it is still possible to have a negotiated contract with a vendor. 

Regardless of whether your vendor is asking you to sign a standard contract or you have some negotiating room, here are the things that should be in the contract. That way the fine print can protect you and keep your business running smoothly.

What Is A Vendor Agreement?

A vendor agreement is a business contract by which you and another party agree to an exchange of goods and services for compensation, for specific amounts and prices. The agreement sets conditions and details under which this exchange will take place, and can either be once or on a regular basis. They tend to be used for events, such as weddings or trade shows.

One benefit of an agreement is that when you are the host of an event or the vendor, you can set conditions by which the vendor can operate. That helps you maintain control and prevent unwanted chaos. The document also holds up in a case of court and helps lay down the line regarding payment terms or unauthorized access.

You can also specify conditions on what should happen if neither the vendor or the purchaser can honor their side of the agreement. If a caterer fails to deliver a wedding cake on time, for example, you can demand a different compensation other than a new cake. 

What To Include In Your Vendor Agreement

You need to have several basic elements in your vendor agreement, whether you are the event host or the vendor. Most venues have these agreements as templates, and you can measure them against a set of criteria. It is better to avoid an unfair contract than to sign and pay the consequences later.

1) Scope Of The Services Or Products 

When it comes right down to it, the most important thing that a contract must convey is what exactly the vendor will be doing for your business or supplying to your business. The agreement will say what products or services are provided, and the conditions by which they should be delivered. One example would be that if you are buying cookies, then you can specify that the cookies are freshly baked, chewy and whole. Broken cookies would be grounds under which the vendor would be liable. 

Specificity here is paramount because when parties do not specify, mistakes will likely occur. Mind that this is not due to people being inherently dishonest; communication can break down even with the best of intentions. This also serves to protect you as well as the vendor because it makes it clear from the start what you are requesting and what the vendor is expecting to provide.

2) Contract Length And Duration

You also will know by scope how long the vendor will provide services to you, and for which times of day, or even weeks in some cases. That period of time is important so that you know how to pay for time, and when the vendor should stop providing their goods and services. 

A vendor knowing when their services are no longer needed is more likely to act with efficiency. Going back to the wedding example, consider how a wedding tends to last only a day; you don’t want a caterer to provide cake and dinner the day after the wedding when all the guests have left. 

3) Price And How It Will Be Paid

A valid contract must have some form of consideration (price) being given in exchange for the performance by the other party. Even if the price is being paid in a form other than currency, for example, in-kind contributions or debt forgiveness, this must still be specified in the contract. 

A written agreement must be honored after both parties sign. Specify if you are using cash, bank transfers, or electronic services such as Venmo. That can make all the difference for vendors that wish to earn significant revenue.

The other part of this equation is that the method and timetable of payment must also be spelled out. If only a portion of the price is paid upfront with subsequent payments being due later, this must be spelled out in every detail. Again, this is to protect you and the vendor from misunderstandings that could lead to litigation. The fine print can prove quite significant for either party.

4) How To Get Out Of The Contract 

All good things must come to an end and contracts are no different. At least with contracts, you can specify the conditions under which you are able to walk away from the relationship and how your exit may be handled. Sometimes these conditions are called exit clauses. 

Some contracts will expire upon the completion of the particular project or the delivery of the product. Others may last indefinitely as long as the parties do not object. Still, others will last for a definitive amount of time before each party agrees that it terminates on its own.

5) What Happens If Someone Doesn’t Follow The Vendor Agreement

The technical term for this is “breach,” as in if your vendor breaches their portion of the agreement, you should have in the contract some clause that discusses whether they can fix the breach. This would be called a cure. Alternatively, if it is a breach of such magnitude then you can get an automatic out from the contract. The term for compensation from one injured party to another is called indemnity and is meant to cover the loss from the beach. 

Note that this will also be the section where some vendors will include their terms for how to settle disagreements, which for larger vendors will likely be arbitration rather than through litigation. Arbitration is a means of negotiating for a settlement. This may not be something you can negotiate, but you can at least know while entering the deal that this is what you will have to deal with in court.

Get More Legal Advice From Trembly Law

There is a reason why lawyers, including the lawyers of the Trembly Law Firm, love contracts so much and it is because a really good contract is one of the best protection that you can have in dealing with the vast, impersonal world of vendors. 

Contact us today to get started. Let Trembly Law Firm review or negotiate your vendor contracts and get a step ahead of the competition. We’ll help you read the fine print, and get started with your special event.

Trembly Law

In the South Florida legal community, Brett sits on the Board of the South Miami Kendall Bar Association, the Florida Bar 11th Circuit Grievance Committee, volunteers on the Florida Bar Young Lawyers Division Mentoring Program, the Dade-County Bar Associations Rainmakers Committee, and annually volunteers for Miami-Dade County’s Ethical Governance Day.
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