Planning a wedding? Or an elaborate party for your child’s first birthday? Maybe a milestone birthday for your spouse? You’re probably hiring vendors either without a contract or without reading the contract before you sign. While most vendors are legit, here’s what to look for in vendor contracts in case of a disastrous experience.
Get it in Writing
I can’t hammer this home enough, as proven by it being a central theme in basically every legal tip I have written or will write (see here and here, for example): do not accept services without a written agreement. Even the simplest contract can be sufficient to protect both you and the vendor. Looking for details on what should be included? Here are a few major points:
Scope of Services:
If it’s your event planner, this should be pretty detailed, in terms of number of meetings, hours offered under the contract, whether and how many vendor meetings he or she will attend, etc. If it’s a cake maker for your baby’s birthday party, it should include details about the item being provided, whether delivery is included, flavor, decoration details. Try to think about all the questions you would ask in terms of ordering the product or service and then include the terms in a list.
Fees:
Make sure the fee is laid out clearly, including what types of things would cost more than the base fee. If there is a possibility of extras, make sure the amount is clearly laid out. Are there delivery fees? Fees for setup and tear down? Get it written into the contract so there are no surprises.
Payment Terms:
Some vendors charge the full amount up front. Some charge a deposit or 50% up front, with the remainder due on delivery of the product or service. This is especially important when considering things like video and photography for an event. Though most will charge the full amount by the day of the event, it is worth negotiating a final payment upon delivery of the finished product. If you get a terrible wedding video, you have little leverage to get a second go at it if you have paid everything to the vendor already.
Logistics:
This goes hand-in-hand with scope of services. Making sure the contract includes details about when a DJ is showing up and how long he will be there, or when the cake will be delivered, are important pieces to full performance of a contract.
Know Your Rights
Nobody wants to think about conflicts, and 99 times out of 100 your vendors will deliver exactly the product or service you ordered, but don’t get caught in a bind where your options aren’t predetermined. A few potential conflict resolution terms to look out for:
Arbitration:
This is becoming more and more common, particularly in California. This is intended to prevent costly legal fees, but make sure both parties have a say in choosing the arbitrator. It is often written with the drafting party choosing on their own.
Venue/Choice of Law:
If you’re working with a local vendor, this usually isn’t a problem, but if you are working with a regional office of a national vendor, you are likely signing a contract that says any conflicts will be arbitrated or tried in the state of the headquarters. It could become awfully cost prohibitive to have to fly your lawyer and yourself across the country half a dozen times to fight over a shipment of party favors that didn’t show up. Consider asking for the venue to be where the services or products are being used.
Attorneys’ Fees:
Most commonly, contracts are written so the losing party pays for the prevailing party’s attorneys’ fees. This can become a nonstarter for people with a real claim because they can’t risk the potential of having to cover not one, but two, attorneys’ fees if they lose. These can be negotiated so that each party pays its own fees.
You CAN Negotiate
Think you don’t even have a right to negotiate the terms of vendor contracts? Think again. I redlined the hell out of a “standard” contract from a very large, luxury resort where my wedding was held, and all the terms except one were accepted. They weren’t unreasonable. In fact, most of them were agreed to during verbal negotiations and didn’t make it into the written contract. It would have been a pretty big surprise if we were charged for that $1,200-per-night suite for our wedding night, or worse, it was not available at all. Worst case, your vendor won’t agree to your terms. But if the terms are reasonable, there is almost always a middle ground that works for both parties.
Obligatory Disclaimer: Did you like what you just read? I’m glad! But please know this post is for information purposes only and is not considered legal advice, nor does this create an attorney-client relationship. Head over to my legal blog to check out other relevant information and contact me through there if you want to discuss your legal needs.
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