Negotiating a maintenance support package with a UK supplier
Vous êtes ingénieur maintenance dans une usine française. Votre société a signé un contrat de support avec un fournisseur britannique. Mme Sarah Blake, account manager, vous envoie ce courriel :
Dear Mr Martin, Following our conversation, I confirm that the annual service visit is included in the support package. The visit covers one site and up to two days of labour. Travel and accommodation are not included. Any additional visit required after a breakdown will be charged at our standard rate. To ensure cover, please confirm your renewal before 31 March. If we do not receive your purchase order by that date, your support package will lapse and a reinstatement fee of £450 will apply. Kind regards, Sarah Blake
La direction veut répondre avant le 31 mars, mais elle relève plusieurs zones d'ambiguïté. Elle vous demande de préparer une réponse en anglais et de justifier les choix de formulation.
1. Identify three ambiguities or risks in the email for the French plant. Explain why each matters commercially or operationally.
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Three risks. 1) 'Annual service visit' is undefined: one visit per year? preventive only? what is excluded? Does it cover the whole site or only one machine? 2) 'Up to two days of labour' excludes travel and accommodation, and does not say whether spare parts are included. A breakdown visit could generate large extra costs even during the visit. 3) 'Any additional visit required after a breakdown will be charged' is ambiguous: does this include breakdowns caused by the supplier's faulty work or by normal wear? It also fails to set a response time or a cap. 4) 'Confirm your renewal before 31 March' is not the same as 'purchase order by that date'; the first may be an email, the second a formal PO. 5) The reinstatement fee is triggered by a late PO, but the clause does not say whether cover continues during the dispute. Each point matters commercially: an uncapped breakdown visit can cost more than the package, and a £450 fee can be avoided by clarifying the process.
2. Write a reply of 120–150 words in English to Sarah Blake. Clarify the points and propose a modification, while keeping a professional and cooperative tone.
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Dear Sarah,
Thank you for your email and for confirming the annual service visit. Before we renew, we would like to clarify three points so that both sides have the same understanding.
First, could you confirm what the annual visit covers: one site, one machine, and preventive maintenance only? Second, please confirm whether spare parts are included, as the email mentions labour but not parts. Third, we would like additional breakdown visits caused by your work or by normal wear to be included, or at least capped. Finally, we will issue a purchase order by 31 March, but we would prefer the reinstatement fee to apply only if we renew after that date, not if the PO is slightly delayed.
We value the partnership and look forward to your confirmation.
Kind regards, Mr Martin
3. Explain the difference between 'will lapse' and 'shall lapse' in this context, and propose a more precise wording for the reinstatement fee clause. What does the choice of modal reveal about the allocation of obligations?
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‘Will lapse’ expresses a future consequence or prediction: the package will terminate if the PO is late. ‘Shall lapse’ would impose a legal obligation on the package to terminate, but in modern drafting ‘shall’ is often reserved for obligations of the parties, not for automatic events; using it here could create ambiguity about who must act. More precise wording: ‘If we do not receive your purchase order by 31 March, the support package will terminate on 31 March. If you ask us to restore cover after that date, we will invoice a reinstatement fee of £450.’ This separates termination (automatic) from reinstatement (optional and fee-bearing). The modal choice shows the allocation of risk: ‘will’ presents the consequence as a fact, while ‘shall’ would present it as a rule. In a contract, the drafter should define the trigger (receipt of PO, not sending) and the consequence (termination, not lapse).