cartoon documentOur ‘very important document’ represents the specification, statement of work or scope of work: probably the most essential document in the contract.

To keep the contract clean and simple, the details of exactly what is going to be delivered are often set out in a separate document. This document could have one of many titles. It could be the “Specification”, the “Statement of Work”, the “Work Order”, the “Purchase Order”, the “Schedule”, the “Quote”, the “Proposal” – you get the picture!
The important thing is to ensure that:

1. you state clearly what effect any terms and conditions that might be included in your specification document have on your contract as a whole. For example, if it is the customer’s Purchase Order (PO) that specifies exactly what will be delivered, do the other Ts & Cs on the PO override those in this contract? Or are they null and void?

2. If you use a proposal, quote or other sales document as your specification, you make it very clear which components of that document are binding. These documents may include marketing hype (e.g.”Will double your profitability in 12 months!”) that you might not want to be held to, contractually.

3. Whichever document you use, it is clear, unambiguous, and sufficiently detailed that a reasonable person could use it to assess, at the end of the project, whether the supplier has actually delivered what is set out in it.

4. If your specification document is referred to, rather than being included in the contract document, make sure the reference to it is clearly stated, and includes the version number and/or date of the specification that sets out the supplier’s obligations.

Want to know more? Contact Devant for contract assistance!