RV Parts Procurement: 7 Contract Clauses Every Dealer Needs

Introduction

As a B2B/B2C dealer in the RV parts industry, your contracts are your first line of defense against costly disputes, supply chain disruptions, and legal liabilities. A well-drafted procurement agreement can save you thousands in avoidable losses—while a poorly structured one can leave you exposed to risks ranging from intellectual property (IP) lawsuits to supplier defaults.

This guide outlines 7 non-negotiable clauses for RV parts procurement contracts, balancing legal rigor with real-world practicality. Whether you’re sourcing from domestic manufacturers or overseas suppliers, these provisions will help you minimize risk, streamline dispute resolution, and protect your business.

1. Intellectual Property (IP) Protection: Avoid Costly Lawsuits

Why It Matters:
RV parts—especially custom or branded components—often involve patents, trademarks, or design rights. Without clear IP clauses, you could face:

Patent infringement claims
Counterfeit part liabilities

Key Clauses:
✅ Warranty of Non-Infringement
"Supplier warrants that all goods supplied under this Agreement do not infringe any third-party patents, copyrights, or trademarks."

✅ Indemnification Clause
"Supplier shall indemnify and hold Buyer harmless from any IP infringement claims arising from Supplier’s products or designs."

✅ Ownership of Custom Designs
"All tooling, molds, or designs paid for by Buyer remain Buyer’s exclusive property, even if produced at Supplier’s facility."

Pro Tip:
Always request a Certificate of Originality for custom parts and verify patents using the USPTO database.

2. Quality Control: Stop Defects Before They Reach Your Customers

Why It Matters:
A single batch of faulty wiring harnesses or subpar seals can lead to recalls, reputational damage, and lawsuits.

Key Clauses:
✅ Inspection Rights
"Buyer may inspect goods within [X] days of delivery. Rejected goods will be returned at Supplier’s expense."

✅ Testing & Certification
"Critical components (e.g., electrical systems) must be tested by an independent lab (e.g., ETL or RVIA-certified) prior to shipment."

✅ Non-Conformance Penalties
"Supplier will replace defective goods within [X] days or issue a full refund, plus cover Buyer’s reasonable inspection costs."

Pro Tip:
For high-risk parts (e.g., gas valves), require batch-specific test reports—not just generic certifications.

3. Supply Chain Continuity: Prepare for the Unexpected

Why It Matters:
From port strikes to factory fires, disruptions can cripple your inventory. Protect yourself with:

Key Clauses:
✅ Force Majeure Definition
"Supplier must notify Buyer within [24 hours] of any event (e.g., natural disasters, labor strikes) that may delay production."

✅ Backup Sourcing Obligation
"If delays exceed [X] days, Supplier must assist Buyer in securing alternate sources—without price gouging."

✅ Inventory Buffer Requirement
"Supplier shall maintain a [X]-week safety stock of finished goods for Buyer’s orders."

Pro Tip:
Map your suppliers’ geopolitical risks (e.g., tariffs, sanctions) using tools like Resilinc.

4. Data Security & Compliance: Avoid GDPR/CCPA Fines

Why It Matters:
If your supplier leaks customer data (e.g., order histories, payment info), you could face penalties—even if the breach wasn’t your fault.

Key Clauses:
✅ Data Processing Agreement (DPA)
"Supplier agrees to handle Buyer’s data per GDPR/CCPA rules, including encryption and breach notification within [72 hours]."

✅ Audit Rights
"Buyer may audit Supplier’s data security practices annually, with [30 days] advance notice."

Pro Tip:
For EU-bound parts, use Standard Contractual Clauses (SCCs) for cross-border data transfers.

5. Termination & Exit Strategies: Plan for the Worst

Why It Matters:
If a supplier goes bankrupt or consistently underperforms, you need a clean exit—without losing tooling or designs.

Key Clauses:
✅ Tooling/Mold Recovery
"Upon termination, Supplier must return all Buyer-owned tooling within [X] days or face a $[X]/day penalty."

✅ Inventory Buyback Option
"Supplier agrees to repurchase unused, non-obsolete inventory at [X]% of original cost if Buyer terminates for cause."

Pro Tip:
Define "for cause" clearly (e.g., "3+ late deliveries in 12 months" or "uncorrected quality issues").

6. Dispute Resolution: Avoid Costly Court Battles

Why It Matters:
Litigation can drain time and money. Opt for faster, cheaper alternatives:

Key Clauses:
✅ Mediation First
"Parties agree to mediate disputes for at least [30 days] before pursuing arbitration/litigation."

✅ Arbitration Preference
"Any unresolved disputes will be settled by binding arbitration in [State/Country], under [AAA/ICC] rules."

Pro Tip:
Choose a neutral arbitration venue (e.g., Delaware for U.S. deals).

7. Governing Law & Jurisdiction: Pick Your Battleground

Why It Matters:
Local laws vary wildly. Avoid being sued in an unfavorable jurisdiction.

Key Clauses:
✅ Governing Law
"This Agreement shall be governed by the laws of [State/Country], excluding its conflict-of-law rules."

✅ Jurisdiction
"Any legal actions must be filed in [specific court], and both parties consent to its exclusive jurisdiction."

Pro Tip:
For U.S. contracts, Delaware is often preferred for its business-friendly courts.

Conclusion: Build Your Defense & Grow Your Business

By implementing these 7 essential clauses, you're not just drafting a contract—you're building a robust legal defense that protects your dealership from costly disputes and operational risks.

But why navigate this complex landscape alone?

Become an RVGUARD Dealer and gain access to:

Pre-negotiated Supplier Agreements: Our partner contracts already include these critical clauses, saving you time and legal fees.
Dedicated Legal Support: Get expert guidance on contract customization and local compliance requirements.
Verified Supply Chain: Source with confidence from our network of vetted manufacturers who meet rigorous quality and legal standards.

Ready to secure your supply chain while growing your profit margins?

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Protect your business today while securing exclusive access to premium RV components and industry-leading support.