“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.