A contract with suppliers must allow the company to answer specific questions: what will it receive, when will it receive it, how will it check its quality, how much will it pay, and what can it do if the supplier fails to deliver.<\/p>\n\n\n\n
When these responses are not clearly documented, the operation ends depending on quotes, emails, purchase orders, invoices, and conversations that may contain different conditions. The problem usually arises when there is a delay, a defective product, an increase in price, or an unexpected termination.<\/p>\n\n\n\n
In Guatemala, commercial contracts are interpreted and fulfilled in accordance with the principles of knowledge of the truth and good faith. However, good faith does not replace the need to define obligations. A business relationship works better when the contract accurately reflects the operation that the parties will actually perform.<\/p>\n\n\n\n
This checklist helps identify the key points that a company should review before signing, renewing, or modifying a contract with a supplier.<\/p>\n\n\n\n
The review should begin by correctly identifying the counterparty. The trade name used in a quote may be different from the individual or company that will assume the obligations.<\/p>\n\n\n\n
The company should check:<\/p>\n\n\n\n
It must also be confirmed who will sign for the purchasing company and whether they have sufficient authority.<\/p>\n\n\n\n
Signing a contract with a person other than the one who issues invoices, receives payments, or provides the service can make it difficult to make a claim. If related companies, distributors, or subcontractors are involved, the contract must clarify which entity is responsible to the buyer.<\/p>\n\n\n\n
Expressions such as \u201csupport services\u201d, \u201cmaterial supply\u201d or \u201cgeneral maintenance\u201d are often insufficient. The object must describe what obligation the provider assumes and what the expected result is.<\/p>\n\n\n\n
The description can include:<\/p>\n\n\n\n
Article 690 of the Commercial Code states that, if the species or quality of the goods is not precisely determined, only an average quality may be required. Therefore, if the company needs a particular characteristic, it must document it.<\/p>\n\n\n\n
In complex services, a technical annex can be used. The main contract must identify that annex, its date, and its priority over other documents.<\/p>\n\n\n\n
Relations with suppliers are usually documented in several documents:<\/p>\n\n\n\n
The contract must identify which documents have mandatory effect and establish a priority order in case of contradiction.<\/p>\n\n\n\n
For example, a purchase order may specify a thirty-day period, while the quote indicates fifteen. A proposal may include technical support, but the general terms exclude it. Without a priority rule, each party can rely on the document that appears more favorable to them.<\/p>\n\n\n\n
The Commercial Code contains special rules for contracts documented through forms, policies, invoices, orders, or other similar documents. Therefore, it is not advisable to assume that a signed contract will always be the only relevant document.<\/p>\n\n\n\n
When the supplier will make regular deliveries, it must be defined whether the company commits to purchasing a minimum quantity or whether each purchase will depend on an order.<\/p>\n\n\n\n
Article 707 of the Commercial Code defines supply as the contract by which one party undertakes, in return for a price, to provide periodic or continuous performance of movable goods or services.<\/p>\n\n\n\n
If the contract does not specify the amount, Article 708 refers to the normal needs of the person receiving the supply. That rule may not reflect the parties' commercial planning.<\/p>\n\n\n\n
It is worth specifying:<\/p>\n\n\n\n
The company should not accept minimum commitments without reviewing its historical consumption, budget, and storage capacity.<\/p>\n\n\n\n
The contract must indicate the price or an objective mechanism for calculating it. It must also clarify what concepts are included.<\/p>\n\n\n\n
The review should answer:<\/p>\n\n\n\n
A clause that allows the provider to unilaterally modify its tariffs \u201caccording to market conditions\u201d leaves an essential variable open. If adjustments are allowed, they should be linked to dates, indices, verifiable costs, or negotiation procedures.<\/p>\n\n\n\n
When the supplier is located abroad, additional charges for withholding taxes, bank fees, taxes, customs duties, and the distribution of import costs must be taken into account.<\/p>\n\n\n\n
The payment period must begin from an identifiable event. \u201cThirty days\u201d is ambiguous if it is not specified whether it is counted from the issuance of the invoice, its receipt, the delivery of the product, or the acceptance of the service.<\/p>\n\n\n\n
The contract should define:<\/p>\n\n\n\n
In commercial obligations, default can occur without the need for a requirement from the day following the expiration date, except for legal exceptions or expressly agreed upon. Therefore, payment dates should not be implied.<\/p>\n\n\n\n
The company must also limit account changes to a verifiable procedure. This reduces the risk of fraud through false payment instructions.<\/p>\n\n\n\n
Indicating only a final date may be insufficient when the operation requires partial deliveries, installation, testing, or subsequent support.<\/p>\n\n\n\n
The contract may establish:<\/p>\n\n\n\n
Indicators must be measurable. Expressions like \u201cimmediate response\u201d, \u201chigh-quality service\u201d or \u201ctimely delivery\u201d are difficult to apply if they are not translated into hours, dates or objective parameters.<\/p>\n\n\n\n
It should also be clarified what happens when the delay is caused by the purchasing company, an authority, a third party, or an event beyond the reasonable control of the parties.<\/p>\n\n\n\n
The physical receipt of a product should not automatically be mistaken for its final acceptance.<\/p>\n\n\n\n
The company needs time and a procedure to verify quantities, quality, operation, and compliance with specifications.<\/p>\n\n\n\n
The clause should state:<\/p>\n\n\n\n
Article 705 of the Commercial Code provides for a fifteen-day period from receipt to claim defects in quantity, quality, or defects in packaged goods. The application of this rule depends on the characteristics of the transaction and does not replace an appropriate contractual procedure.<\/p>\n\n\n\n
In services, acceptance can be linked to deliverables, reports, tests, or certificates. Avoid clauses that consider all work accepted solely based on the completion of a too short timeframe.<\/p>\n\n\n\n
A warranty should indicate what it covers and how it is enforced. Saying that the provider guarantees \u201cquality\u201d does not explain the duration or the remedy available.<\/p>\n\n\n\n
It is worth reviewing:<\/p>\n\n\n\n
In professional or technological services, warranties may refer to compliance with specifications, correction of errors, continuity, security, or the absence of infringement of third-party rights.<\/p>\n\n\n\n
The liability clause must be related to the risks of the operation. A reasonable limit for an office supply provider may be inadequate for someone who controls critical systems, handles confidential information, or works within the company's facilities.<\/p>\n\n\n\n
It should be reviewed:<\/p>\n\n\n\n
An indemnity should not be drafted in an unlimited or automatic manner. It should indicate what claims it covers, how it is notified to the provider, who controls the defense, and what happens if an agreement is proposed.<\/p>\n\n\n\n
The existence of insurance does not replace contractual liability. Coverage, validity, limits, and exclusions must be checked.<\/p>\n\n\n\n
If the provider will use their own staff or third parties, the contract must establish who selects, manages, remunerates and supervises them.<\/p>\n\n\n\n
It should also regulate:<\/p>\n\n\n\n
The contract is not sufficient to determine the true nature of an employment relationship. If the company exercises direction, control, and subordination over the supplier\u2019s staff, the facts may carry more weight than the name on the document.<\/p>\n\n\n\n
The contractual structure must match the way the service will be implemented in practice.<\/p>\n\n\n\n
The provider may access prices, databases, processes, strategies, systems, or customer information. The contract must identify what information is considered confidential and how it may be used.<\/p>\n\n\n\n
The clause should cover:<\/p>\n\n\n\n
Not all information requires the same level of protection. Controls must be adapted to your sensitivity and the systems used.<\/p>\n\n\n\n
When the provider processes information outside of Guatemala or through third-party services, it is advisable to identify where it is stored, who will have access to it, and what will happen when the contract ends.<\/p>\n\n\n\n
If the provider creates software, designs, photographs, manuals, content, databases, or technical developments, the contract must indicate who will own the results.<\/p>\n\n\n\n
It is necessary to distinguish between:<\/p>\n\n\n\n
Paying for a work does not always automatically resolve all intellectual property rights. The clause must be adjusted to the type of work, development, or license, and to the applicable legal formalities.<\/p>\n\n\n\n
The company must identify what would happen if the provider stops delivering, loses a license, suffers a technological incident, or faces a logistical disruption.<\/p>\n\n\n\n
A force majeure clause should state:<\/p>\n\n\n\n
Not all cost increases or commercial difficulties automatically constitute force majeure. The Commercial Code separately regulates the possibility of requesting the termination of successive contracts or deferred execution when extraordinary and unforeseeable events make a benefit excessively onerous.<\/p>\n\n\n\n
For critical providers, it is also advisable to consider security inventories, continuity plans, information backup, and transition assistance.<\/p>\n\n\n\n
The contract must indicate when it begins, how long it lasts, and how it can end.<\/p>\n\n\n\n
Check if it includes:<\/p>\n\n\n\n
In supply contracts, a sufficiently significant breach can justify termination if it allows the presumption that future performance will not be carried out in a timely manner.<\/p>\n\n\n\n
If the supply has no specified duration, Article 712 of the Commercial Code allows for it to be denounced with the agreed advance or, failing that, with ninety days\u2019 notice. Defining the duration and notice explicitly avoids depending on additional rules that may not match the needs of the business.<\/p>\n\n\n\n
The contract must establish how a disagreement will be resolved and which authority will have jurisdiction.<\/p>\n\n\n\n
The options may include:<\/p>\n\n\n\n
A staggered clause should indicate deadlines and responsibilities. It should not become a procedure so complex that it prevents timely action.<\/p>\n\n\n\n
If arbitration is chosen, it is necessary to define the administering institution or the applicable rules, the number of arbitrators, the seat, the language, and the initial cost allocation. The mere phrase \u201cany dispute shall be resolved by arbitration\u201d may not be sufficient.<\/p>\n\n\n\n
In international contracts, the applicable law, jurisdiction, prevailing language, form of notification, and enforcement of decisions must also be reviewed.<\/p>\n\n\n\n
Before approving the contract, please confirm:<\/p>\n\n\n\n
The most common problems usually do not stem from the total absence of a contract, but from documents that do not reflect the transaction.<\/p>\n\n\n\n
Common mistakes include:<\/p>\n\n\n\n
It can create obligations if it contains conditions accepted by the parties or is integrated with other documents of the transaction. It should be reviewed together with the quotation, invoice, general terms and conditions, and relevant communications.<\/p>\n\n\n\n
Commercial contracts are not generally subject to special formalities, except for those for which the law requires a specific form. However, documenting the terms in writing is essential to prove the scope and manage the relationship.<\/p>\n\n\n\n
It depends on the severity, the contract and the applicable rules. It is advisable to define what delays constitute non-compliance, if there is a period for rectification and when termination is due.<\/p>\n\n\n\n
There is no one-size-fits-all answer. The important thing is to review the entire document, identify which part prepared the terms and conditions, and negotiate the clauses that do not correspond to the risk or the operation.<\/p>\n\n\n\n
Legal review is especially advisable when the provider is critical, the deadline is extended, advance payments are involved, sensitive information will be handled, licenses are involved, there is exclusivity, liability is limited, or a foreign counterparty is involved.<\/p>\n\n\n\n
A contract with suppliers should allow managing the relationship from the first delivery until its completion. Reviewing it before signing is more efficient than trying to complete its terms when a breach already exists.<\/p>\n\n\n\n
Conservis Abogados can support companies in the drafting, revision and negotiation of commercial contracts with national or foreign suppliers.<\/p>\n\n\n\n
<\/p>\n\n\n\n
<\/p>","protected":false},"excerpt":{"rendered":"
Un contrato con proveedores debe permitir que la empresa responda preguntas concretas: qu\u00e9 recibir\u00e1, cu\u00e1ndo lo recibir\u00e1, c\u00f3mo comprobar\u00e1 su calidad, cu\u00e1nto pagar\u00e1 y qu\u00e9 podr\u00e1 hacer si el proveedor incumple. Cuando estas respuestas no est\u00e1n claramente documentadas, la operaci\u00f3n termina dependiendo de cotizaciones, correos, \u00f3rdenes de compra, facturas y conversaciones que pueden contener condiciones […]<\/p>\n","protected":false},"author":3,"featured_media":19269,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[717],"tags":[],"class_list":["post-19262","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-derecho-corporativo"],"blocksy_meta":[],"yoast_head":"\n