We assist in drafting delivery agreements and procurement agreements that help prevent potential disputes in advance by ensuring that the contractual relationship is as clear as possible for both parties in all details.
Delivery agreements and procurement agreements are both important types of contracts in commercial activities, related to the procurement and delivery of goods or services. While these terms are sometimes used interchangeably, they differ in emphasis and purpose.
Intellectual property rights are central to delivery agreements and procurement agreements, as they protect the parties' innovations and intellectual property and ensure that rights and obligations related to these rights are clearly defined. A well-drafted contract reduces risks, protects the interests of the parties, and promotes long-term cooperation.
Delivery agreement
A delivery agreement is an agreement in which one party (the supplier) agrees to deliver specific goods or services to another party (the buyer) under agreed terms. Such agreements are common in trade and are used to ensure that the delivery of goods or services occurs according to the agreed schedule, quality, and prices. Delivery agreements can range from simple agreements for individual deliveries to complex long-term delivery arrangements. A delivery agreement specifies the details of the goods or services to be delivered or procured. It also outlines the responsibilities, obligations, rights, and expectations during the delivery process.
Typically, a delivery agreement covers at least the following:
- Parties: The supplier, who delivers the goods or services, and the buyer, who receives them.
- Goods or services to be delivered: A precise definition of the goods or services, including quality, quantity, and other details.
- Price and payment terms: Agreement on the delivery price and payment terms, such as payment methods, invoicing, and payment schedules.
- Delivery time: The date or timeframe for the delivery of goods or services.
- Warranty: The supplier's warranty for the goods or services.
- Transfer of risk: Agreement on who bears the risk of potential damages during delivery.
- Ownership: Determination of when ownership of the delivered goods transfers.
- Termination: Conditions for contract termination or cancellation.
- Applicable law and dispute resolution: Agreement on the applicable law and how any disputes will be resolved.
Procurement agreement
A procurement agreement is a broader type of agreement that covers the entire procurement process, including planning, tendering, selection, ordering, and delivery of goods and services. A procurement agreement may cover individual deliveries or be a long-term agreement covering multiple deliveries or services. It broadly outlines all terms and procedures related to the procurement, delivery, and possible risks of goods or services. A well-drafted procurement agreement helps the parties avoid misunderstandings, disputes, and other issues, ensuring that everything proceeds as agreed.
Typically, a procurement agreement covers at least the following:
- Parties: A precise definition of the parties involved (buyer and supplier).
- Goods and services: A detailed description of the goods or services being procured, including technical specifications and quality requirements.
- Quantities and delivery schedule: Agreed quantities and schedules for delivery.
- Pricing: The unit price, total price, and any discounts for goods or services.
- Payment terms: Payment terms, such as advance payments, payment dates, and conditions.
- Delivery terms: The place, method, and conditions of delivery.
- Quality control and inspection: Procedures to ensure the quality of goods or services.
- Risk allocation: Definition of who is responsible for damages, losses, or other risks during delivery.
- Insurance: The insurance coverage that the parties are required to obtain.
- Warranty periods and conditions: Warranty periods and conditions under which the supplier is responsible for correcting defects.
- Complaint procedures: Procedures for the buyer to make complaints about defective or incomplete deliveries.
- Modification and cancellation terms: Conditions under which the contract terms can be modified or canceled.
- Contract duration: The contract's validity period, duration, start date, and end date.
- Termination: Conditions under which the contract can be prematurely terminated, including potential compensations or penalties.
- Ownership: Determination of when ownership of the delivered goods transfers.
- Applicable law and dispute resolution: Agreement on the applicable law and how any disputes will be resolved.