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Five clauses to find before you sign a supplier contract

Price and quantity are the parts you negotiated. The five clauses that decide who pays when an order goes wrong are usually on page six.

Mirko Zupancic, Founding partner6 min read
A food truck owner in a brown apron stands with arms crossed in front of his truck

This is the written version of our ten-minute talk. You negotiated the price, the quantity and the delivery date. Those are on page one. The clauses below are usually further back, and they decide who pays when something goes wrong.

1. Limitation of liability

Look for a cap on what the supplier owes you if they get it wrong. A cap of “fees paid in the last month” may be far less than a late shipment costs you.

2. Warranty and remedies

What do they promise about the goods, for how long, and is a replacement your only option? “Repair or replace” can mean no refund at all.

3. Price changes

Some agreements let the supplier raise prices with notice. Check how much notice, how often, and whether you can leave if you don’t accept.

4. Renewal and termination

Automatic renewals with a short window to cancel are common. Put the cancellation date in your calendar the day you sign.

5. Where disputes go

A clause can send a fight to arbitration or to a court in another state. That choice can decide whether a claim is worth bringing at all.

This guide is general information, not a review of your contract. Clause wording varies, and so does what’s worth asking for.

Read the clauses in your own contract

Send it over after a first call. We’ll quote the review before we start.

A first call doesn’t make us your lawyers; a signed engagement letter does.