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vendor agreement

A vendor agreement is a business contract in which a seller of goods or services agrees to sell specific goods or services to a business, and the business agrees to buy the specific goods or services. A vendor agreement should be in writing and include specific terms such as (1) a description of the products or services (the scope); (2) the price of the products or services; (3) payment terms; (4) the time period during which the products or services will be delivered; (5) the circumstances under which the parties may terminate the agreement; (6) designation of confidential information and the agreement to keep it confidential; (7) disclaimers of warranties; (8) indemnifications; and (9) the place and manner of resolving disputes related to the agreement.

In Texas, a vendor agreement is a legally binding contract between a seller and a business for the provision of goods or services. Texas law does not prescribe a specific format for these agreements, but it does enforce them as long as they meet general contract requirements such as mutual consent, a lawful object, and consideration. The agreement should be in writing to ensure clarity and enforceability, particularly for transactions involving goods worth $500 or more, in accordance with the Uniform Commercial Code (UCC) which Texas has adopted. The written agreement should detail the scope of products or services, pricing, payment terms, delivery timelines, termination conditions, confidentiality clauses, warranty disclaimers, indemnification provisions, and dispute resolution mechanisms. Texas law will govern the interpretation and enforcement of the contract terms unless the agreement specifies another jurisdiction's law. It is advisable for parties to consult with an attorney to ensure that the agreement complies with applicable laws and to address any state-specific requirements or nuances.


Texas Statutes & Rules

Federal Statutes & Rules

Uniform Commercial Code (UCC) - Article 2 Sales
The UCC governs contracts for the sale of goods and may be relevant to vendor agreements involving the sale of goods.

Article 2 of the UCC applies to transactions in goods and provides rules on the formation, performance, and enforcement of contracts for the sale of goods. It covers terms of the contract, including payment, delivery, and risk of loss. It also addresses warranties, both express and implied, and provides remedies for breach of contract. While the UCC has been adopted in some form by all 50 states, it is not a federal statute but a uniform state law. Parties to a vendor agreement should ensure their contract complies with the applicable state's version of the UCC.

Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. §§ 7001-7031
The E-SIGN Act is relevant to vendor agreements that may be executed electronically.

The E-SIGN Act facilitates the use of electronic records and signatures in interstate and foreign commerce by ensuring the validity and legal effect of contracts entered into electronically. It establishes that electronic signatures and records are as legally binding as their paper equivalents, thus allowing for fully electronic vendor agreements. The Act requires that consumers must consent to the use of electronic records and must be provided with clear and conspicuous information about their rights regarding electronic transactions.

Federal Trade Commission Act (FTC Act), 15 U.S.C. §§ 41-58
The FTC Act prohibits unfair or deceptive acts or practices in commerce, which can include certain terms or actions within vendor agreements.

The FTC Act empowers the Federal Trade Commission to prevent unfair or deceptive acts or practices in or affecting commerce. This includes the enforcement of truth-in-advertising laws, which can impact the marketing and sale of goods and services in vendor agreements. The Act also addresses antitrust issues by prohibiting unfair methods of competition. Vendor agreements that include misleading terms or result in anti-competitive practices may be subject to enforcement actions under the FTC Act.

Truth in Lending Act (TILA), 15 U.S.C. §§ 1601-1667f
TILA is relevant to vendor agreements that involve the extension of credit.

TILA aims to promote the informed use of consumer credit by requiring disclosures about its terms and cost. The Act also provides for the right of rescission in certain transactions, regulates credit card practices, and provides a regulatory framework for fair billing practices. If a vendor agreement involves the extension of credit to the purchaser, particularly if the purchaser is a consumer, the vendor must ensure compliance with TILA's disclosure and billing requirements.

Sherman Antitrust Act, 15 U.S.C. §§ 1-7
The Sherman Act may be relevant to vendor agreements that affect competition.

The Sherman Antitrust Act prohibits business activities that are anticompetitive, and it requires the federal government to investigate and pursue trusts, companies, and organizations suspected of being in violation. It covers various activities including price fixing, monopolies, and other practices that could unfairly restrict trade. Vendor agreements that include exclusivity clauses or other terms that could be seen as anticompetitive may need to be reviewed for compliance with the Sherman Act.

Bankruptcy Code, 11 U.S.C. §§ 101-1532
The Bankruptcy Code is relevant to vendor agreements in the event that a party to the agreement files for bankruptcy.

The Bankruptcy Code provides the legal framework for bankruptcy proceedings in the United States. It outlines the rights and obligations of debtors and creditors, including those involved in vendor agreements. If a party to a vendor agreement becomes bankrupt, the Code determines the treatment of the contract and the ability of the non-bankrupt party to claim for goods supplied or for damages. Executory contracts, such as ongoing vendor agreements, may be assumed or rejected by the bankruptcy trustee.

Arbitration Act, 9 U.S.C. §§ 1-16
The Arbitration Act is relevant to vendor agreements that include arbitration clauses for dispute resolution.

The Federal Arbitration Act provides the legal basis for the enforcement of arbitration agreements and awards. It applies to any arbitration agreement within the scope of interstate commerce. The Act ensures that arbitration clauses in contracts are as enforceable as other contract terms, and it limits the ability of courts to review arbitration awards. Vendor agreements that include provisions for arbitration should comply with the requirements of this Act.