“Seller,” “Vendor,” and “Supplier”

What’s the difference between seller and vendor used as defined terms for party names?

Here’s what Bryan Garner has to say in Garner’s Dictionary of Legal Usage:

In specific contexts, however, a differentiation is emerging: in computer contracting, the practice is to use vendor rather than seller almost exclusively. The term vendor is used in two senses: (1) “any member of the entire class of business entities (often the manufacturers or producers) engaged in marketing the particular product that a prospective purchaser may be interested in acquiring”; and (2) “the individual business entity that makes the ultimate sale (including a lease).” In computer contracting, vending and selling represent two distinct phases of commerce: vending emphasizes the process of engaging in marketing or offering a product for sale rather than the sale itself, while selling focuses on the final step in the process—the actual sale.

I think that makes heavy weather of it. Here’s my distinction: Use vendor for a party that’s in the business of selling the property in question; use seller for a party that isn’t.

Don’t dream of using vendee instead of buyer. Besides inviting –or/-ee confusion, no humanoid says vendee.

What about supplier? Use supplier for a party that not only is in the business of selling widgets but is contracting with you to supply you widgets over time.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

18 thoughts on ““Seller,” “Vendor,” and “Supplier””

  1. Market practices aside, I would avoid the Latinate/French vend in favour of the Anglo-Saxon sell, and name the parties likewise. The Churchill speech about fighting on the beaches is often cited as an example of communicating well using Anglo-Saxon-derived words and avoiding Latinate ones.

    • Understood, but seller conveys a broader meaning than does vendor. I think specificity should trump any predilection for the Anglo-Saxon over the namby-pamby French.

      • I’m not sure I buy (or should that be purchase) the distinction you make. In domestic house sales it is conventional to refer to the vendor, but it doesn’t imply they are in the business of selling houses. An ice cream vendor sounds like they are in business but so does ice cream seller.

        • Use of vendor to mean seller of a house is, I believe, a quirk of Commonwealth countries. Otherwise, seller encompasses vendor but calling me a vendor if I sell my used car would sound odd.

  2. Ken:

    Other dimensions to consider: the provisions of services and the provision of intellectual property rights (typically along with some electronic stuff).

    Seller is especially awkward for a licensor, for susbstantive reasons; Vendor less so; Supplier much less so.

    I tend to use vendor when describing my own company in form agreements because that works well for most purchasing departments I end up working with. I also see supplier frequently. I rarely see seller.


  3. After thinking of this several times over the weekend (thanks, Ken!), I wonder why you wouldn’t simply use the names of the parties, especially if you’re in-house like I am.  I suppose the barrier to this is a desire to have a standard template to send out as needed, but this is fairly easily overcome.  Your template can have your own company’s name throughout, and then a placeholder from the name of the other party.  My company buys things and sells things, so I keep templates for both positions.  I have my company’s name where it is referred to, and for the other party, I use a placeholder.

    I’m using MS Word, so my placeholder is an ALL CAPS, misspelled word, either CUXTOMER or VEMDOR.  The misspelling isn’t really necessary, but I use it to avoid the problems that can occur if you forget to click the “match case” box in the find and replace dialog.  Just establish the other party’s name, open find and replace, and you instantly add the actual name of the other party.

    I prefer this to Buyer/Seller, Vendor/Customer, and especially Mortgagor/Mortgagee, because I don’t have to keep up with who’s in which position.  If you’re not working in-house, this still seems workable to me, although I haven’t tried it in that setting.

    • Robby: Buyer/Seller is a bit sterile, and anything –ee/
      or is inviting confusion. I’m inclined to use one name-based party-name defined term and one that’s a common noun. Ken

  4. Posted on behalf of AF:

    These are synonyms.  Just because they are different words doesn’t mean that there is, or ought to be, a distinction.  Perhaps only a Seller can “represent,” a Vendor can “warrant,” and a Supplier can
    “represent and warrant.” :-)

    I would note that UCC Article 2 uses “seller” and UCC Article 2A uses “supplier” (likely to distinguish it from the Article 2 seller, which it is a kind of).

  5. Ken…I work inhouse at a company that is a provider of services to other companies, to government agencies and to nonprofit organizations.  My company strives to build long-lasting business relationships with its clients, and we in fact use that term, i.e. “client.”

    So, when confronted with a client’s draft of agreement, where my company is to be referred to as “the Vendor”, I will always seek to substitute the term “Provider”, arguing that “Vendor” connotes a purely transaction based relationship…like the guy in the cart outside the building where I just bought the soda, hot dog and bag of chips….

    The suggestion always appears, as you would expect, on the first page of the document, which means that, fairly quickly, I get a sense of how the client and its counsel will view my company…as a “vendor” (transactional), or with a longer view in mind….

    I’ll be interested to hear how your readers react to this one… 

    • Dear Jim,

      1 Good for you and your company that you want to build long lasting relationships by treating customers as clients.

      2 “Provider” is a great word with very positive associations. “My husband is a good provider.”

      3 “Client” may be a poorer choice, because of its history. In ancient Rome, there was a patron/client relationship whereby the (superior) patron would look after, protect, and benefit his (inferior) clients, who depended on him. Rome had “client states” that were subordinate to it.

      4 That “patron/client” relation survives in English in several ways. “Patronize” can mean “be a customer of” (I patronize Joe’s bar) or “act superior to” (“Don’t patronize me!”). We also speak of “a patron of the arts.” When a store says to a customer, “Thank you for your patronage,” the store is casting the customer in the superior role of “patron,” and itself in the subordinate role of “client.” How odd it would be if the store reversed the roles and said, “From now on, we’ll be the patron and you be the client. You come in here looking for favors, and we’ll graciously grant them, selling you a widget in exchange for your money. Don’t forget to thank us.”

      5 Somehow the lawyer/client relation was cast in the “patron/client” mold. This may be a relic of the days when Roman senators (as patrons) argued cases for their clients in Roman law courts. (In those days, taking a fee for representing a client was a crime punishable by death. That was then, this is now.)

      6 With that background, I bristle (or is it bridle?) when butchers, bakers, and candlestick makers talk about their “clients.” My reaction is, “Who died and made you a ‘patron’?”

      7 There’s also a dash of imposture in the mix. Lawyers have a fiduciary, and not merely a commercial, relation to their clients. A fiduciary relation is “the relation existing when one person justifiably reposes confidence, faith, and reliance in another whose aid, advice, or protection is sought in some matter : the relation existing when good conscience requires one to act at all times for the sole benefit and interests of another with loyalty to those interests.” (Merriam-Webster Online Unabridged.) Is your company holding itself out as acting at all times for the sole benefit and interests of its “clients”? Is your company prepared to keep on “providing” to a nonpaying client beyond your company’s merely commercial interests, as a lawyer must sometimes continue to represent a nonpaying client? If not, why ape the terminology of a fiduciary relationship? To a lawyer, it might look as if you want the milk but not the cost to keep the cow.

      8 In sum, “provider” yes, “client” no.

  6. I’m not sure I would make those distinctions. For me, “Vendor” is an antiquated word for “Seller” (similar to “whereby” and all those other words we avoid in modern contract language). “Seller” and “Supplier” are pretty close and, since in practice we would define who we’re talking about, any difference doesn’t seem worth fretting over.

    • Simon: The different meaning conveyed by “Vendor” tells the reader instantly what kind of entity is involved. That’s moderately useful, perhaps enough to offset the slightly stuffy quality of the word. But it’s not a big issue either way. Ken

  7. I’ve never really understood the difference between seller and vendor up until now. This is surprising, and I guess because I’ve been in the business world for such a long time.


Leave a Comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.