Dates, Days, Numbers

Dates

In writing dates, the recommended approach is to spell out the date – February 27. 2010 and not use abbreviations such as 2/27/10 or 2.27.10. The reason for this is that different countries have different date numbering conventions. The US numbering convention is month/date/year. Other countries have numbering conventions of day/month/year. So if for example we have 02/07/12, in the US it means February 7, 2012, but in other countries with a different date numbering convention it could mean the 2nd of July 2012..

Defining Days

There is a substantial difference in time between work days and calendar days so in the Agreement you need to define whether the days are work or calendar. Work days generally include Monday through Friday, excluding recognized holidays. Calendar days include all days of the week, including weekends, and possibly recognized holidays. The difference between the two can be substantial.

For example:

90 calendar days is 90 days

90 business days would be 18 weeks or 126 Calendar Days or longer if there were any holidays during the period. 

As “days” will frequently be used in many part of the contract you should create a definition of days.

“Day’ or Days”. Unless expressly stated to the contrary, all references to “Day” or “Days” shall mean calendar days.

If you will use the term “Business Days” you need to define whether the Business days are based upon your business days or the Supplier’s business days as the two may be different especially when dealing internationally.  I can remember GCM’s pulling their hair out because they didn’t make it clear which applied and in dealing with a Japanese Supplier they weren’t getting deliveries because it was “Golden Week” and the plants were shut down.

If you fail to specify what days mean it leaves it open for a Supplier to want to interpret a particular item in their favor by applying business days rather than calendar days (giving them more time to complete the task).  When I’ve encountered that, a tact I’ve taken is to say that since it wasn’t defined we need to manage things consistently. We can choose to operate either as all calendar days or all business days, but it’s not both unless it was specifically specified.  When you offer that the Supplier should realize that if everything measured as Business days the comment to pay them in sixty (60) days would mean at least 84 or more business days.  Faced with that, they’ll most likely have a different interpretation of days.

Dates instead or Words

Words alone can cause confusion. Does bi-weekly mean twice a week or every other week?  When you need something be specific.

“Review meetings shall commence on Tuesday May 10, 2012 and shall be held every fourteen days thereafter. In the event of a holiday occurring on a Tuesday, the review meeting will be held the next Buyer’s business day”.

   

If you need a report each month tell the Supplier when it must be provided. The report shall be provided no later than the 15^th of the following month. That way if the 15^th is a holiday for the Supplier, they need to provide the report before the 15th.

Instead of:

“Each quarterly price reduction will take effect Day 10 of a new quarter of Quarter beginning with the start of the first full quarter

You might use:

“Quarterly price reductions shall commence on July 10, 2007 and shall be applied each January10^th, April 10^th , July 10, and October 10^th of the term.

(The difference is in the first day 10 could be measured as either business or calendar days whereas in the second makes it a specific date.

 

Numbers

When a number is used in the body of the Agreement, it is recommended that you spell out the number both alphabetically and numerically. This is to eliminate any confusion and in the event of a problem the written word will have priority. This is not recommended for price lists that contain prices for many part numbers where just listing the number numerically is used. Written numbers would not be capitalized as they are not a defined term. Except for multiple of ten (twenty, thirty, forty, etc.) for numbers between 21 and 99 you write numbers hyphenated.  E.g. forth-six.

Example:

The non-recurring charges shall be one thousand dollars (US$ 1,000.00).

Supplier shall provide the replacement part within five (5) calendar days.
The Price shall be forty-six dollars (US$46.00).

 

Currency

There is something like twenty-three countries that use the term dollar for their unit of currency. Some are small countries; others can be significant trading partners like the United States, Canada, Hong Kong, Taiwan, and Australia. To avoid confusion on currency, spell out the specific currency you are using (ten thousand U.S. dollars (US$10,000.00) where used or through a clause or definition (e.g. ”Dollars” shall mean U.S. Dollars).