AI Supply Chain Contract Review — Spot Penalty, Force Majeure & Liability Risks
Paste your supplier or master supply agreement and receive an instant risk report — every clause, plain English, in under a minute.
A supply chain contract review identifies the delivery, payment, liability, and exit risks before you sign. VP Arbiter's AI flags one-sided penalty clauses, weak force-majeure protection, broad indemnities, and uncapped liability — typically in under sixty seconds.
What Arbiter Looks for in a Supply Chain Contract
Delivery & Acceptance
Time-of-essence terms, acceptance windows, and remedies for late or non-conforming delivery.
Penalty & Liquidated Damages
Damages clauses must be a genuine pre-estimate of loss, not a punishment. Anything else risks unenforceability.
Force Majeure Scope
Pandemics, government action, supply shortage, and cyber events should be expressly listed — not assumed.
Liability Caps & Indemnities
Caps below contract value with broad indemnities sitting above them is a common asymmetry.
Payment Terms
Net 60+ payment, broad set-off rights, and retention amounts shift working capital risk to the supplier.
Termination & Step-In
One-sided convenience termination favouring the buyer, plus step-in rights to your processes, deserve careful scrutiny.
Common Supply Chain Red Flags
- 01
Liquidated damages described as a "genuine pre-estimate" but commercially extortionate — risks being treated as an unenforceable penalty.
- 02
Force majeure that excludes pandemics, government action, or supply-chain disruption — making the clause largely useless.
- 03
Audit rights with no notice, no scope limit, and no cost allocation — disruptive and unfairly favouring the buyer.
- 04
Broad IP assignment of supplier-developed processes, tooling, or improvements — strips long-term value from the supplier.
- 05
Liability caps below contract value combined with uncapped indemnities — flips the cap into a meaningless figure.
- 06
Net 60+ payment terms with no late-payment interest and broad set-off rights — punitive working capital impact on the supplier.
- 07
Termination for convenience available only to one party — typically the buyer, leaving suppliers exposed to abrupt cancellation.
How It Works — Three Steps
01 · Submit
Paste the contract or upload PDF on a paid plan. Master agreements with annexes are welcome.
02 · Analyse
Arbiter reads every clause and benchmarks against UK commercial supply law and market practice.
03 · Review
Receive flagged clauses with severity ratings and exact language to challenge.
Frequently Asked Questions
What does Arbiter check in a supply chain contract?
VP Arbiter reviews delivery and acceptance terms, penalty and liquidated damages clauses, payment timing and offset rights, force majeure scope, indemnity allocation, liability caps, IP rights to bespoke goods or tooling, anti-bribery and modern slavery clauses, and exit and step-in rights. Each is mapped to UK commercial law and standard market practice.
What are the most common red flags in supplier contracts?
Liquidated damages disguised as "genuine pre-estimate" but commercially extortionate, force majeure that excludes pandemics and government action, payment terms above 60 days, audit rights granted with no notice or scope limits, IP assignment of supplier-developed processes, and one-sided termination for convenience favouring only the buyer. Arbiter flags these explicitly.
Does Arbiter cover both buyer-side and supplier-side reviews?
Yes. The risk report identifies which party each clause favours and explains the practical impact for whichever side you sit on. Standard procurement templates favour the buyer; supplier MSAs typically push the other way. Arbiter calls those biases out specifically.
Is the supply chain contract review free?
VP Arbiter offers one free analysis per 30 days with no account required. Unlimited reviews — including PDF upload for long master supply agreements with annexes — are available on a subscription from £9/month.
Should I still take legal advice on a supply contract?
For high-value, business-critical, or long-term supply arrangements, yes. VP Arbiter helps you identify the specific clauses that matter so legal review is faster, cheaper, and more focused.
Free · No Account Required
Review Your Supply Contract Free
Paste your supply contract into Arbiter and receive a plain-English risk report with severity-rated clause flags in under a minute.
Analyse Your Supply Contract →Not legal advice · Consult a qualified solicitor before signing