Jump to content
The Wifcon Forums and Blogs
Kathy

Not Signing Vendor's Documents

Recommended Posts

Does anyone know where it states specifically that we are not allowed to sign vendor's documents? Can't find it in FAR.

Thanks!

Share this post


Link to post
Share on other sites
Guest Vern Edwards

There is nothing about it in FAR. If a vendor wants you to sign something it presumably wants you to make some kind of commitment or agree to something. One way to think about the problem is to ask yourself what the vendor wants you to commit or agree to, whether you have the authority to do that, whether the terms are consistent with the law and regulation, and whether the form of the document conforms to law and regulation. I can recall having to sign standard form agreements for utility services when the utility refused to sign government documents.

Share this post


Link to post
Share on other sites

A few years ago I was asked by a vendor to sign their software license agreement. I was apprehensive about it so rather than signing it, the solution at the time was to incorporate the software license agreement terms as a section J attachment. It was a standard commercial agreement that didn't conflict with the contract's terms and conditions.

One can argue that contractually incorporating it in the contract serves the same purpose as signing their agreement. And that is probably the case. However, I felt more at ease not having to sign their agreement and the vendor was OK with the incorporation in section J, so it was a win-win.

Share this post


Link to post
Share on other sites

Exactly what were you asked to sign? Several things come to mind. Vern's utility contracts were a good example. Historically many utilities, refuse to sign goverment contract documents. FAR 41.2 now provides procedures on ways to handle that situation.

Other types of vendors want you to sign their contract forms as well. An example is hotel conference facility providers. I've seen that a lot. You have to be very careful because they do generally include terms that you cannot agree to - such as binding arbitration with, of course, their arbitrator. Vern gave you some good advice on things to think about before you do - especially whether you have the authority to agree to all of the terms in their contract form.

Xerox and other reproductive copier companies are also notorious for this and their standard contracts have many hidden terms that we would never consider putting in our own.

Another example I have run into is time sheets for professional support contractors. I found that some of my government customers and CORs were signing these things which had several problems - personal services behavior of course, but in one case there was a certification that the government signer understood the contractor employee was an employee of the company and agreed never to consider hiring that person for a federal position, or allow that person to be hired for a federal position, and agreed to pay damages in some measure relative to the contract value and a portion of the employees' salary if that employee ever became a federal employee. Now what if you signed something like that and the contractor employee decided he really want to work as a fed and applied for a federal position somewhere in the government and was hired?

My advice would be not to sign any document a contractor asks you to sign, be it a contract form or time sheet or other document. The best advice is to always consult your legal counsel first before you even contemplate signing one.

Share this post


Link to post
Share on other sites

There is nothing that prohibits us from signing vendor agreements. I've incorporated vendor documents in my order/contract (as Timbuk2 did) and at times, I have signed their agreement referencing our order/contract number and adding the citation that should any discrepancy in the terms and conditions arise, those of the Federal Government shall take precedence. I'll also redact such things as "...the laws of the state of XXXX shall govern this agreement..."

It should be rare, however, that we sign vendor agreements, and should work to resolve the issue to get the vendor to agree to our terms and conditions. But if they really are a hold out, and may be the only source of something, it can be done.

Share this post


Link to post
Share on other sites

I've found it very important overseas, as well; vendors will sometimes use their own agreements (written in a different language, no less) to subvert the choice of law/language clauses. Doesn't work (unless you're bound by a choice of law in a SOFA), but they'll try all the same.

Share this post


Link to post
Share on other sites
Guest
This topic is now closed to further replies.

×
×
  • Create New...