Contracts brush up

May 17, 2010 by Thuy

Draw good contracts

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Draw first !

Best negotiated before real work starts, they are a window into the future of the client - supplier relationship.

Plan for desirable and undesirable outcomes, and reap the benefits !

Keep contracts simple and clear, because there are many subjects to touch on and things can get complicated quickly. With possible points ranging from product specifications to warranties, and including certification, delivery, payment, intellectual property protection, process, components specification, warehousing, etc, it is easy to lose track.


Allow us two simple tips:

 

  • Draw before you start

It is better to start work with a contract than to try drafting one when problems crop up.

 

  • Be the first to draw

We are all always more comfortable with our own contracts, own writing. This avoids unnecessary arguments about details. Sometimes you can add a favourable clause that the supplier may not think important. As long as the pain of the clause is less than that of reopening the whole negotiation they may well live with it. But there is only one such opportunity, before work starts.

 

 

 

 

 

Related to contracts but not in the contract

 

 

1. Enforceability

You only go through the pain of writing a contract because you know that it is enforceable in arbitration or court.

 

  • Plan to enforce where you can

Your chances of enforcing arbitration or a judgement gained overseas in the local courts are often reduced so specifying US or EU courts or arbitration in Stockholm may not help. For example the chances of enforcing a foreign judgement or arbitration through the Chinese courts are exactly nil. If your contract counterpart does not have assets that a court outside of its home country could seize, you will have no recourse. You must therefore prepare to go to court on the supplier's home turf when writing your contract. A foreign customer can win in the local courts, even in China. Chinese suppliers know it.

 

  • Mind your language

English is an accepted or constitutionally recognised court language in India, Hong Kong and Singapore, but not in China, Vietnam or Thailand. To avoid the frustration of powerlessly seeing a court appointed translator tweak your contract's meaning at the most critical time, write your contracts in the local language first. A translation can be included but the local language must be specified to prevail in case of conflicts.


2. Insurance

Insurance is related to Incoterm. Consider insuring goods in transit when not covered by the seller until products reach your door.

 

 

 

Useful contract clauses

 

 

Think about day to day activity and plan for the worst

 

1. Clear definitions

Always use the same terms to refer to same things (parties, products, specific contract terms).

 

2. Correct identification of the parties

A good contract starts with knowing who you are working with. This is not always straightforward as agents may parade as factories, and actively try to hide it. Always do a background check on your counterparties, or mitigate your risk by ensuring that no money changes hands too early in the transaction.

 

  • Subcontracting

Do you accept subcontracting? Perhaps not beyond a certain extent. Or perhaps it is essential for you to have subcontracting. In any case, think about it and include the scope you want to avoid surprises.

 

3. Product definition

Define the product as accurately as possible. You can also refer to samples if they have been issued in multiples and both parties have signed on all. If the product is still in development, identify the development process in an appendix in order to assign checkpoints.

 

  • Norms

Most products must comply with norms in the country of sale. Insert compliance to these very norms as a supplier obligation.

 

  • Parts consignment

Consign critical technology or design parts to ensure control over supplier production. You can also consign parts on which you have a strong cost advantage. Suppliers may consign products to your warehouse to improve your cash flow.

 

  • Changes

Products may change from time to time. What will acceptable notice be for changes to be implemented in production? How do you want to control the change and approval process? Also, very important, stipulate that products cannot be changed without your prior agreement. Clandestine cost down drives by suppliers are a major source of quality problems in Asia, block this risk in the contract and specify remedies if it were to happen.

 

  • Indemnity

If you source a ready-made product, make the supplier hold you harmless in case of alleged patent, copyright or trademark, trade name, service name or other infringement allegation by a third party.

 

4. Product packaging definition

Packaging and labelling is part of the product. Specify packaging in the contract: not only retail packaging, but also shipping materials.

 

  • Inspection rights

Include the right to check not only ready to ship fully packed goods but also at any time during production, within a very short time notice (or without notice). Keep your quality check options open.

 

  • Fumigated pallets

If your goods are imported on pallets, do not forget that some jurisdictions require fumigation certificates for wooden pallets. Specify that these are to be provided at no cost, or specify metal / plastic pallets but these are usually a bit more expensive.

 

 

5. Quantity and price definition

Product quantities are usually set by minimum order quantities, order multiples and price breakdowns at certain quantity steps.

 

  • Place big schedule orders on which you draw quantities

Think of specifying multiple deliveries for a single order if it drops the price sufficiently, or provide forecasts and negotiate prices accordingly.

 

  • Most favoured customer

Add a most favoured customer clause that gives you same rights as the factory's most favoured customer for similar goods. It is not very useful day to day but gives you recourse if you accidentally find that you have been fleeced all these years.

 

 

6. Goods inspection provision

These will be your products so as mentioned previously you want the right to inspect any production facility at an hour's notice, or less. You will also want the right to inspect lots before they ship.

 

  • Rework QC

In case products fail their QC, they will have to be reworked. You will incur additional costs for rework QC. Specify that all additional costs because of failed QC will be borne by the supplier. This also gives them an incentive to perform well.

 

  • Stress? More checks

In case of stress at the supplier, specify that you will want to witness the sealing of containers, to avoid receiving scrap metal or other rubbish in part of the shipment.

 

  • Define an escalation process

When the quantity shipping is not too large we suggest that customers plan for 100% inspection of the goods if the sampling inspection fails. This ensures that bad products are isolated quickly and will be reworked quickly. The escalation process should of course be entirely paid for by the factory.

 

7. Product warranty provision

As the importer you will be legally responsible for the quality of goods. That does not stop you from arranging terms with your contractor. What do you want from them? Verifiability of your claims will be in the seller's mind. How do you convince them?

 

  • Compensation must work

Repairs are cumbersome as they involve moving parts and / or people.  Demand financial compensation, or extra units to be delivered to you upfront at no cost. If the supplier is small plan for the risk that they may not be around by the time a product problem is reported.

 

  • Plan a product failure storm

Plan for supplier obligations in normal failure rate conditions and add exceptional provisions in case of a very high failure rate. Define these rates.

 

 

8. Payment terms

Method and time of payment must be specified. Be sure not to make critical payments until you have confidence your order is safe. Letters of Credit remain the safest means to exchange money and goods between not well known far away third parties.

 

  • Trust but check

Make payment conditional on QC checks

 

  • Check and recheck

Reserve a right to claims within a short period of final goods receipt (perhaps 2 weeks). This is sometimes accepted by factories, even in China or India.

 

  • If all else fails

If the supplier is established and you source many product lines from them, reserve the right in writing to offset payment against other work. This seems obvious, but in fact if the factory is part of a large group they may stop all work for you until a single dispute is resolved.

 

 

9. Delivery date, place provision

Date and place of delivery must be specified.

 

  • Who breaks pays

Include penalties for delays and make them progressively tighter. Also think about transportation.

 

 

10. Transportation and Incoterm

Define a preferred transportation method, who pays for what and when risk is transferred. In other words, define your INCOTERM.

 

  • Upgrades for delays

If you usually ship by sea and can ship by air in case of delays, specify that the supplier should pay the extra cost. This also works when upgrading from air cargo to express courier.

Note: not related to contracts and more of a simple tip, finding out in advance what the dates of major public and religious holidays are in the country of production can spare you some surprises in shipping, from difficulties in booking transport to choke points at ports to unanswered calls or emails.

 

  • Don't deal with far away administration

Avoid local complications by requiring Incoterm FOB at least (see our newsletter #3 2009). The supplier will clear customs out of their country so you don't have to get involved in it.

 

11. Plan for closure

Specify the terms for contract termination and cancellation. What happens to open orders, materials in process, warranties? If you want to cancel you may want to get out quickly.  But what if the supplier does? Require a long enough notice period. Plan for warranties survival.

 

12. Confidentiality, Intellectual Property and publicity

You may (or may not) wish to keep your contract with the factory confidential. In such case forbid publicity of any kind.

 

  • Shows

If you are concerned about publicity of your relationship with the factory, then it is worth mentioning that your products cannot be displayed in the factory showroom or shown by sales people, or at trade shows. This does not prevent it from happening but gives you recourse when you find out.

 

  • Suppliers can be too enterprising

More enterprising suppliers may be tempted to sell your products to others without your knowledge. The easiest to make a like-original fake product is after all to use the original (see our newsletter #3 2010). If you own the designs, it is worth writing down that the factory is not allowed to copy them, sell them to 3rd parties, or sell parts and / or finished products to third parties. Specify penalties.

 

 

 

Better avoided

 

  • Redundancy of terms

Anything that is explained twice is at best a waste of paper, at worst will introduce uncertainty.

Make paragraphs and sentences as short as possible. Some things are necessarily complicated, but make them as straightforward as possible for your own sake.

 

  • Verbosity

Don't include terms you are not sure about just because they make things sound legalese or more important. Have a lawyer create your contract or at least check it, but do not include anything that you do not fully understand.

 

 

 

 

 

Conclusions and suggested action plan

 

  • Check that you have contracts in place, at least for critical suppliers
  • Check clauses and ensure that there are no gaps
  • The Asquance team will be glad to assist you with contract template suggestions and translations if required