Negotiating vendor terms with Amazon can be a complicated process that needs careful examination of legal provisions, Amazon rules, and effective negotiating tactics. A vendor agreement is a legal contract between a vendor and a retailer that defines the parameters of their commercial relationship. 

In the context of Amazon, a vendor agreement oversees a vendor’s selling of products to Amazon for resale to customers via the online platform. As a contract specialist attorney, I shall guide you on how to negotiate vendor terms with Amazon. 

How to Negotiate Vendor Terms With Amazon

When negotiating vendor terms with Amazon, vendors should first thoroughly review the standard vendor agreement provided by Amazon. This will help them understand the terms and conditions that Amazon typically offers and identify areas where they may want to negotiate. Vendors should then consider the following strategies:

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Process of Negotiation

Negotiations on trade conditions usually occur in stages. They begin with an Amazon request for proposal (RFP), in which the online retailer defines its current trade terms and asks vendors to submit their best proposals.

The next step, the negotiating phase, is typically a face-to-face meeting between representatives from both sides to discuss the suggestions. At this step, a vendor may be invited to submit a written counter-proposal.

The final stage is the agreement phase, during which the terms of the contract are finalized, and both parties sign on the dotted line. 

Key Legal Provisions

In the USA, vendor agreements are primarily governed by contract law, which sets out the legal requirements for a valid and enforceable contract. Some key legal provisions that may apply to vendor agreements include:

Offer and Acceptance

A vendor agreement is formed when one party (the vendor) makes an offer to sell products to another party (the retailer), and the offer is accepted. Both parties must have the legal capacity to enter into a contract, and the terms of the offer must be clear and specific.


For a contract to be valid, there must be consideration or something of value exchanged between the parties. In a vendor agreement, the consideration is typically the payment for the products being sold.


Vendor agreements often include warranties, or promises, about the quality and condition of the products being sold. These warranties may be expressed (explicitly stated in the agreement) or implied (implied by law).


Vendor agreements may include provisions requiring one party to indemnify, or compensate, the other party for any losses or damages that arise from the agreement. For example, a vendor may agree to indemnify a retailer for any claims arising from defects in the products sold.

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Vendor agreements should specify the circumstances under which the agreement can be terminated, as well as the process for doing so. This assures that both parties understand their rights and obligations if the agreement needs to be ended.

Product Listing Requirements

Details the information and images that must be provided for each product, as well as any restrictions on product listings. Also specifies how and when the vendor must deliver products to Amazon’s fulfillment centers, including any packaging or labeling requirements.

Jurisdiction and Governing Law

Vendor agreements should specify the jurisdiction (i.e., the legal system under which disputes will be resolved) and the governing law (i.e., the laws that will govern the interpretation and enforcement of the agreement). This helps to avoid disputes over which laws apply in the event of a disagreement.

Negotiating Terms With Amazon

When negotiating vendor terms with Amazon, vendors should first thoroughly review the standard vendor agreement provided by Amazon. This will help them understand the terms and conditions that Amazon typically offers and identify areas where they may want to negotiate. 

Amazon Rules and Policies

Amazon has its own set of rules and policies that vendors must adhere to when selling products on its platform. These rules cover a wide range of topics, including product listing requirements, pricing policies, and fulfillment obligations. Vendors should carefully review and understand these rules before entering into a vendor agreement with Amazon.

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Frequently Asked Questions

What Legal Provisions Should I Consider While Drafting a Vendor Agreement With Amazon?

When establishing a vendor agreement with Amazon, it is critical to understand important legal issues such as offer and acceptance, consideration, warranties, indemnity, termination, jurisdiction, and governing legislation. Understanding these terms can help to guarantee that the agreement is legally binding and protects your brand’s interests.

How Can I Confirm That the Terms of the Vendor Agreement Are by Applicable Laws and Regulations?

To assure compliance with applicable laws and regulations, consult with an attorney who specializes in contract law and e-commerce. They can analyze the details of the agreement and advise you on any potential legal difficulties.

Can I Negotiate the Conditions of Amazon’s Basic Vendor Agreement?

Yes, you can negotiate the conditions of Amazon’s basic vendor agreement. It is critical to carefully analyze the agreement, identify key phrases that are relevant to you, and propose alternative terms that fulfill your requirements while remaining consistent with Amazon’s business objectives. 


Negotiating vendor terms with Amazon necessitates a thorough examination of legal provisions, Amazon rules, and effective negotiation tactics. Vendors can improve their prospects of a favorable arrangement with Amazon by assessing their value, identifying critical conditions, providing alternatives, seeking legal assistance, and negotiating in good faith.