A contract with vendors (also known as a vendor agreement) is a business contract between the buyer and the seller that sets out 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. The contract is useful for both the vendor and buyer as it helps the former recognise the revenue while the latter can keep track of their spending.
Vendor Contract Management
Management of contract with vendors is very important as it enables the legal, procurement and finance teams of a business to manage risks and renewals. This is done through creating, negotiating, agreeing, storing and tracking vendor contracts. Vendor contract management also helps to manage the four Rs through a robust and standardized process. These four Rs include:
- Risk: Liabilities of a company as a result of its vendor contracts
- Revenue: Documents influencing contract with vendors
- Renewals: Date of renewal and how such decisions are made
- Relationships: What can be done to improve the vendor and buyer relationship
Key Elements in a Contract With Vendors
There are various elements in a contract with vendors that should be kept in mind. Remember before drafting your first set of vendor agreements to go through this list. We have compiled a list below of the absolute must-haves so you never miss out on a key element on your contract with vendors.
1. Details of Business and Vendor
Details of both the business and the vendor must be present, for example, the names, address, office address, etc.
2. Details of Goods and Services
There should be a complete description of the goods and services purchased from the vendor. Moreover, it should include the quality of the goods and services along with the number of goods and other variants, for example, colour, shape, etc.
3. Payment Terms
There has to be proper terms laid down for payments, for example mode of payment, how much payment is due, late payment, terms of payment and penalties for late payment.
4. Period of Functionality
The term of operation should be clearly fixed at the beginning of time until the completion of the service.
5. Confidentiality
If confidential information is being provided to the vendor then a clause of confidentiality is to be added in the contract protecting any leakage of data.
6. Exclusivity
All vendors have an exclusive relationship with the business owner as every product is unique and of equal importance to the enterprise.
7. Intellectual Property
An intellectual property license should be granted to avoid the risk of any other person being the owner of intellectual property.
8. Indemnity
This clause ensures in case of a breach in contract the party will have to compensate the other for causing the loss that happened as a result of the breach.
9. Law Applicable
In case a dispute arises between the business and the vendor the agreement must include the law that would be applicable under such circumstances.
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Types of Contract With Vendors
A contract with vendors specifies everything from goods to services as well as day-to-day operations to one-time activities and events. Listed below are the main types of vendor contracts:
1. Fixed Price Contract
In low-risk situations with well-established vendors, 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.
2. Cash Reimbursable Contract
This type of contract is typically used when there is more risk and uncertainty associated with the product or service. The buyer and vendor agree that in addition to a standard fee, the seller will also be reimbursed for any type of work associated with the contract’s fulfillment.
3. Time and Materials Contract
This contract is used with third-party vendors, consultants, freelancers, and other outside contractors. The buyer and vendor agree to a specific hourly rate and time frame.
4. Letter Sub-Contract
This is typically used when all the contract details cannot be finalized before the project needs to start in case of large projects with lots of variables. The buyer and vendor agree that a percentage of work will be completed during a “sub-contract” phase, usually under 40% of the total project or product.
5. Indefinite Delivery Contract
This contract is typically used when multiple projects are worked on at the same time with a master agreement that defines the overall project. The buyer and vendor 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.
6. Distribution Agreement Contract
Typically this type of agreement outlines whether the distribution relationship is exclusive or non-exclusive. An agreement between a distributor and the vendor that includes where, when, and how a product will be distributed. Distribution Agreements give a distributor the right to sell and usually profit from the vendor’s products.
Key Clauses in a Contract with Vendors
- The goods and services that should be provided has to be mentioned
- Payment modes have to be mentioned
- The manner in which a client will be billed should be included
- The manner in which a person will contact for accounts payable details has to be mentioned
- Statement of Work (SoW is a document which depicts all the details like activities, time period, cost, duties, etc) should be included.
- Knowledge of legal requirements and laws of the state should be included
- Insurance
- A vendor is not an employee of the contractor & they are not eligible for any employment benefits
- It should show that a vendor is an independent contractor
- Termination of vendors agreement should be included
- Payment or reimbursement of attorney fees should be mentioned
Advantages of Contract with Vendors
There are certain advantages to vendor’s contract.
The most lucrative ones are listed below:
- A vendor contract specifies the limitation of the vendor.
- It minimizes the risk for the future by writing down the business agreement.
- It states the procedure to be followed by the vendor while working.
- It helps to gear up the work.
Vendor contracts might not be considered the center point of the process of creating or growing a business, yet these contracts help in ensuring that operations continue without any interruption. It basically acts as insurance between the two parties with their mutual consent.
The essential elements within vendor contracts ensure a strong foundation for any business to operate smoothly.