Vendor / Supplier Agreement

A vendor/supplier agreement, like any contract in India, must satisfy the essential elements of a valid contract under the Indian Contract Act, 1872. Section 2(a) and 2(b) require a lawful offer and its unqualified acceptance between the parties; section 2(d) requires lawful consideration (the price payable in exchange for goods or services); sections 13 to 22 require free consent, without coercion, undue influence, fraud, misrepresentation, or mistake; section 11 requires both parties to be competent to contract; and section 23 requires the object and consideration to be lawful. Where the agreement is for the sale of goods specifically, its terms also interact with the Sale of Goods Act, 1930, which supplies default rules (such as on passing of title and implied conditions/warranties of quality and fitness) where the agreement itself is silent.

This service covers drafting of a vendor/supplier agreement addressing scope of supply, pricing and payment terms, delivery and acceptance, warranties, limitation of liability, termination, and dispute resolution, structured to satisfy the Indian Contract Act's requirements for a valid, enforceable agreement and, for supply of goods, consistent with the default rules under the Sale of Goods Act, 1930.

Vendor agreement drafting covers the preparation of the commercial agreements between a business and its suppliers and service providers — the service level agreements with the performance standards, the supply contracts with the terms of the delivery, the price and the quality, the vendor onboarding documentation with the KYC and the compliance, and the confidentiality, the indemnity and the termination provisions. The vendor agreement is the contract of the business's supply relationships, and its terms decide the performance, the liability and the dispute when the relationship is tested.

The vendor relationship runs on the agreement — the scope of the services or the supplies, the service levels and the remedies for the failures, the pricing and the payment terms, the warranties and the indemnities, the confidentiality and the IP, and the termination and the transition. The agreement is the document the business relies on when the vendor fails the delivery, the quality or the timeline, and its drafting decides what the business can enforce.

The cost of a thin vendor agreement is the dispute without the terms: the service failure without the remedy, the quality dispute without the standard, the IP that was never assigned, the exit without the transition — each a fight that the drafting would have prevented.

This service is for businesses managing vendors and suppliers. We draft the SLAs, the supply contracts and the vendor onboarding documents with the performance standards, the pricing, the warranties, the indemnities, the IP and the termination provisions, review and negotiate the vendor's documents, and maintain the agreement templates so the business's supply relationships run on the terms it needs.