Over the past year, I have helped several manufacturers and/or distributors review and revise their “Terms and Conditions of Sale” (a.k.a, “standard terms”).  As many of you know, “T&Cs” are critical to most businesses as they attempt to set the contractual expectations between two parties.  Sometimes those parties are end users of the product.  Other times they may be business partners such as raw ingredient suppliers, distributors, etc.

Under most circumstances, it is important to review your terms and conditions periodically to ensure that they still reflect the realities of your business.  I suggest asking yourself:  “Do I know who wrote the terms and conditions and when they were last reviewed?”  If the answer is “no,” a review may be necessary particularly if you are constantly faced with receiving competing terms and conditions from your business partners.  I commented on the “battle of the forms” in a previous post.  These issues tend not to arise unless there is a major business dispute, such as a lost shipment, breach of warranty, etc.  Typically, the strength (or lack thereof) of a company’s terms play a key role in the outcome.

In order to assist our clients with these issues, we have developed a “Terms and Conditions of Sale Questionnaire” for manufacturers and distributors that we use when counseling clients.  It includes topics such as “Application/Acceptance of Terms and Conditions,” “Price,” “Terms of Payment,” “Shipping,” “Warranty,” “Limitation of Liability,” “Indemnification,” etc.  It is a great tool to help clients assess risk and suggest changes if applicable in an efficient manner.

If there are particular topics that you want us to address regarding terms and conditions, please email us at ManufacturingLawBlog@rc.com.

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Photo of Jeffrey White Jeffrey White

I am a partner at Robinson+Cole who handles corporate compliance and litigation matters for both domestic and international manufacturers and distributors that make and ship products around the world. My clients have ranged from publicly traded Fortune 500 companies to privately held and/or…

I am a partner at Robinson+Cole who handles corporate compliance and litigation matters for both domestic and international manufacturers and distributors that make and ship products around the world. My clients have ranged from publicly traded Fortune 500 companies to privately held and/or family owned manufacturers. For those looking for my detailed law firm bio, click here.

I am often asked why I have focused a large part of my law practice on counseling manufacturers and distributors. As with most things in life, the answer to that question is tied back to experiences I had well before I became a lawyer. My grandfather spent over 30 years working at a steel mill (Detroit Steel Company), including several years in its maintenance department. One of my grandfather’s prime job duties was to make sure that the equipment being used was safe. In his later years, he would apply those lessons learned in every project we did together as he passed on to me his great respect and pride for the manufacturing industry.

Because of these experiences, I not only feel comfortable advising executives in a boardroom, but also can easily transition to the factory floor. My experience has involved a range of industries, including aerospace and defense, chemicals, energy, pharmaceuticals and life sciences, nutritional and dietary supplements, and retail and consumer products. While I have extensive experience in litigation (including product liability and class actions), I am extremely proactive about trying to keep my clients out of the courtroom if at all possible. Specifically, I have counseled manufacturers and distributors on issues such as product labeling and warranties, product recalls, workplace safety/OSHA, anti-trust, and vendor relations, among other things. I always look for the business-friendly solution to a problem that may face a manufacturer or distributor and I hope this blog will help advance those efforts.