1
Enter the legal names and entity details of both parties
Use each party's full registered legal name — not a brand name or DBA — and include the entity type (LLC, corporation, sole proprietor) and state or province of formation. Cross-reference your invoice header to confirm the seller name matches exactly.
💡 Mismatched entity names between this agreement and your invoices are the single most common cause of discount disputes during audits.
2
Set the discount rate and calculation basis
Enter the percentage discount (e.g., 2%) and specify whether it applies to the gross invoice amount or the net-of-tax total. Note any minimum invoice value that must be met for the discount to apply.
💡 The effective annual rate of a 2/10 Net 30 discount is approximately 36.7% — well above most borrowing costs. Make sure the rate is sustainable for your margins before committing.
3
Define the discount period in calendar days
Enter the number of days from the invoice date within which payment must be received to qualify. Specify whether you are counting calendar days or business days, and define what 'received' means — cleared funds, not postmark.
💡 10 calendar days is the most common discount period for trade invoices. Shorter windows (5–7 days) work for high-volume, low-margin businesses where cash flow timing matters most.
4
List eligible and excluded invoice categories
Specify which invoice types qualify — by contract reference, product category, or account — and explicitly exclude disputed invoices, accounts with overdue balances, and any other categories you do not want covered.
💡 Adding a dollar-threshold exclusion (e.g., invoices under $500 are not eligible) reduces the administrative cost of processing tiny discounts that are not worth the paperwork.
5
Specify accepted payment methods and account details
List the methods the buyer may use to qualify for the discount and add your bank account or payment portal details in Schedule A. Clarify that check payments are received on cleared-funds date, not postmark.
💡 Requiring ACH or wire transfer — rather than checks — eliminates the postmark ambiguity that causes most late-payment disputes.
6
Write out the claim procedure
Detail exactly what the buyer must do to take the discount: the remittance-advice notation, the email notification, and the invoice reference format. The more specific this is, the easier it is to post payments without errors.
💡 A structured remittance format (Invoice # / Gross Amount / Discount Taken / Net Paid) can be added as a one-line template in this clause and reduces your AP team's reconciliation time significantly.
7
Set the term, notice period, and modification rules
Enter the effective date, the notice period required to terminate or change the discount rate (30 days is standard), and confirm that changes apply only to invoices issued after the notice date — not retroactively.
💡 Reserve the right to suspend the discount for any buyer whose account becomes overdue, rather than having to terminate the entire agreement to address a problem payer.
8
Select the governing law and dispute resolution method
Choose the jurisdiction whose law will govern — typically the seller's home state or province — and decide between arbitration and litigation for disputes. Add an attorneys'-fees clause if you want the prevailing party to recover costs.
💡 Arbitration is generally faster and less expensive for commercial discount disputes, which rarely involve complex legal issues that justify full litigation.