Knowledge · B2B Sales

Fair Trade & Subcontracting Risk

Fair Trade and Subcontracting Compliance

📂B2B Sales⏱2-min read📊Practitioner🔗9 related

What is fair trade?

In one line
Fair Trade Act and Subcontracting Act risks in B2B transactions, such as abuse of bargaining position, unfair price cuts, and failure to issue written contracts, plus prevention standards for sales teams.
⚡ Summary in 3 lines
  • Written contracts, payment deadlines, and unfair price cuts are the three main issues
  • Starting work on a verbal go-ahead is the most common risk
  • Violations lead to fines and bidding bans

Training on fair trade and subcontracting risk ultimately redraws the boundaries of a salesperson’s discretion. When a client’s procurement team lead says, "Let's just get started, I'll send the paperwork next week," it matters whether you take that as a favor or as a warning sign. Once this standard is in place, decisions are based on written documents and deadlines, not client satisfaction. The goal of the training is to help salespeople tell for themselves what they must receive before work starts, and where negotiation ends and unilateral notice begins.

It starts with scope. The Subcontracting Act applies to manufacturing, repair, construction, and service subcontracting. Simple sales of goods and leases are outside it, and in those cases the abuse-of-bargaining-position provision of the Fair Trade Act applies instead. A written contract must be issued to the subcontractor before work begins, and payment is due, as a rule, within 60 days of receiving the deliverable; late payment accrues interest. Unfair price-setting, unfair price reductions, unfair returns, and demands for technical data are each prohibited under separate provisions.

Who counts as the prime contractor is also commonly misunderstood. It isn't only large corporations: even a small or midsize company becomes the prime contractor if its annual revenue exceeds that of its counterparty. In manufacturing, it is common for a company that is the junior party to a large corporation to be the senior party to its second-tier suppliers. Sanctions don't stop at fines either: accumulated penalty points can lead to a request to bar the company from public bidding, which shakes the order-winning base of any company with a large share of public-sector work.

The most common mistake in the field is thinking "the other side agreed, so it’s fine." Unfair price cuts are often ruled illegal even when the subcontractor signed an agreement, because the prime contractor must prove the agreement was voluntary and that fair compensation was given. A single well-meant messenger line from a sales rep, "Please accept a 5% adjustment just this once," can become investigation material as is, and misusing technical data or retaliating against a report carries liability for up to 3 times the damages.

Training that covers this term · Negotiation & Sales
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💡 In plain English
Front-line flexibility usually comes from good intentions, but without records the company ends up paying for it later.
Why it matters in practice
A sales rep’s well-meant flexibility can come back to the company as sanctions. If you work with large corporations or manage a supplier network, this training is essential.
Origin and sources

The legal basis is the Monopoly Regulation and Fair Trade Act and the Fair Transactions in Subcontracting Act. Enacted in 1984, the Subcontracting Act has regulated the power imbalance between prime contractors and subcontractors.

Source · Fair Transactions in Subcontracting Act and Monopoly Regulation and Fair Trade Act
An example

Consider a hypothetical case. Company A makes industrial automation equipment, with 140 employees and KRW 42 billion (≈ US$31,423,000) in annual revenue. It is a tier-1 supplier to Company B, a large corporation, and also a prime contractor that outsources machining and painting to 12 firms. In quarters with a surge in orders, the sales team got into the habit of starting work verbally first, and 17 jobs went ahead over 3 months without a purchase order.

  1. When the head of sales audited every active deal, 11 of 17 had no purchase order at all, and one partner CEO admitted, "I heard it over the phone and bought KRW 30 million (≈ US$22,400) worth of materials."
  2. The legal manager built a subcontracting checklist and made two items mandatory on the sales approval screen: a written contract issued before work starts and payment within 60 days of the receipt date.
  3. While re-aligning price lists with 12 suppliers, the purchasing manager retroactively settled the KRW 14 million (≈ US$10,500) from last year’s verbally announced 3% price cut and documented the reason for the adjustment.
  4. We gathered 7 sales reps for a 2-hour workshop and used two real cases to show why messenger lines like "Please adjust just this once" were used as evidence in enforcement rulings.
  5. Six months later, missing written contracts fell from 17 cases to 0, average payment time dropped from 74 days to 41 days, and Company B’s partner evaluation score for shared growth rose from a B to an A.
Related terms
ComplianceThe activities and systems a company uses to make sure it follows laws, regulations, and internal rules. A core pillar of ethical management and internal control.NDA · Non-Disclosure AgreementA contract in which parties promise not to disclose, or use for other purposes, the other side’s confidential information learned during a transaction or collaboration. It is usually the first document signed before substantive discussions begin.MOU · Memorandum of UnderstandingA document that confirms two organizations’ intent to cooperate and the broad direction before a main contract. It is generally non-binding or only weakly binding, closer to a declaration of intent, but some clauses can become binding, so read them carefully.Channel Sales · Partner SalesSelling through agents, resellers, and partners instead of selling directly, leveraging the partner’s customers and trust.Service Contract · Contract for Work vs. MandateA contract that sets the scope, payment, acceptance, and termination terms of a service. It distinguishes a contract for work (promising a completed result) from a mandate (entrusting the handling of tasks).Dispatch vs. Subcontracting · Illegal DispatchTwo ways of using outside workers, distinguished by who gives direction and orders. When the form and the substance differ, illegal dispatch becomes an issue.Price Increase Negotiation · Price Increase NoticeThe process of notifying existing customers of a supply price increase due to cost rises or other reasons, preparing the supporting evidence, timing, and alternatives, and reaching agreement.Annual Unit Price ContractA contract that fixes per-item unit prices and trade terms for one year in advance, while actual quantities and amounts are confirmed through individual purchase orders.Sales Entertainment Expenses · Limits and DocumentationA control system for approving and recording client meals, gifts, and condolence expenses within internal policy, tax-law limits and documentation requirements, and the Anti-Graft Act.
Training linked to this term
📚B2B Sales A to ZNanum Consulting corporate training · On-site/onlineView course →
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Last updated 13 Sep 2026 · Reviewed by John Kim

FAQ

In subcontracting, the rule is to issue a written contract before work starts. Starting on a verbal agreement raises both the burden of proof and the legal risk in a dispute.
No. It is allowed with a legitimate reason and a consultation process, but a unilateral notice or retroactive application can be an unfair price cut.
Put purchase orders in writing and keep records of any additional work instructions. Also check the rules on payment deadlines.
Beyond corrective orders and fines, accumulated penalty points can lead to bans on public bidding, blocking business opportunities themselves.