Archives: Supply Chain

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Things Manufacturers Should Be Watching In 2017 In The Areas of Corporate Compliance / Litigation

As is our annual tradition, this is the first in a series of posts that provide industry and legal outlooks for manufacturers as we head into 2017.  I will start with corporate compliance and litigation.  Matt will follow with labor/employment.  And, Megan will conclude the series with Environmental Health & Safety (EH&S). Here are issues … Continue Reading

Complying With Conflict Minerals Laws: Global Best Practices for Manufacturers and Distributors

Last month, I gave a presentation to manufacturers and distributors throughout the United States on Conflict Minerals Laws.   The program was sponsored by the United States Department of Commerce.  These laws attempt to curb the acquisition of certain minerals from a certain part of Africa that are believed to support regional conflicts. Here are some … Continue Reading

How These Contract Provisions Can Reduce A Manufacturer’s Margins

One of the key aspects of any supply chain contract is the section regarding pricing.  Nothing is more important in a business deal than determining how much one manufacturer might pay another in a B2B transaction. In situations where one party has more leverage, that party often includes pricing language that can really impact the … Continue Reading

Your Customer Just Declared Bankruptcy: Recent Decision That All Suppliers/Vendors Should Be Aware Of

This week, we thank members of Robinson+Cole’s Business Reorganizations and Bankruptcy Group (Patrick Birney, Steve Boyajian and Mike Enright) for this post: Suppliers and vendors sometimes find themselves unpleasantly surprised by the bankruptcy of a customer, leaving a trail of unpaid invoices and little hope of recovery. To make matters worse, after licking their wounds … Continue Reading

Considerations For Manufacturers/Distributors Who Are Negotiating Contracts Without Any Leverage

Negotiating contracts in the supply chain are certainly challenging.  As a lawyer, there is a temptation to want to change every term that is not to your liking.  And, for that reason, a lot of lawyers will receive a contract to review from their client and immediately red-line every provision.  Now, if your client is … Continue Reading

Legal Issues for Manufacturers To Consider When Selling Into New Markets

Manufacturers continue to look for ways to increase sales revenue without a massive infusion of capital.  Many companies have been successful in adapting current products for new uses and markets.  For instance, a company that makes aerospace components might use certain core competencies to develop products that can be sold in other markets without investing … Continue Reading

Three Issues That Manufacturers/Distributors Should Consider When Drafting Terms and Conditions (T&Cs)

Over the last few years, our team has worked with several manufacturers and distributors on their terms and conditions of sale and/or purchase.  We have even developed a questionaire that we typically use when we speak to a client for the first time. Readers of this blog may recall posts regarding indemnification clauses, anti-assignment clauses, non-compete … Continue Reading

The Hidden Assassin: How This Contractual Provision Can Derail A Manufacturer’s Acquisition Plans

An”anti-assignment” clause can be the death knell of any deal involving the sale or purchase of a manufacturing company.  You might ask:  what is an anti-assignment clause?  Here is the typical language that is often buried at the end of many types of contracts, including those with your suppliers and customers: Seller shall not assign … Continue Reading

Another Mandate for Manufacturers/Distributors: Conflict Minerals Disclosure

In 2010, the U.S. Congress passed a law called the “Dodd-Frank Wall Street Reform and Consumer Protection Action of 2010 (the Dodd-Frank Act).” The Dodd-Frank Act is generally known as the legislative response to the financial crisis that existed from 2007-2010 and it included widespread changes to the regulation of financial institutions. So you might … Continue Reading

TSCA Reform and Its Implications for Manufacturers

Even if you’re well-versed in environmental statutes, one you might not spend a lot of time thinking about is the Toxic Substances Control Act, or TSCA.  That’s because, with a few notable exceptions (PCBs being a good example), TSCA currently focuses on regulating new chemicals as they are introduced into commerce, or on significant new uses … Continue Reading

E3.gov: Economy, Energy, Environment – Another Resource for Manufacturers

“To compete in today’s global marketplace, manufacturers need to be smart, innovative, and sustainable.” That’s the first thing you read on the federal government’s E3 webpage – E3 stands for “Economy – Energy – Environment.” Manufacturers are an adaptable bunch, or they don’t stay in business for very long. Today, with materials of all sorts … Continue Reading

Key Provisions In Contracts For Goods/Services

Last week, I had the pleasure of attending our law firm’s 6th Annual Environmental & Energy Issues Summit in Newport, Rhode Island.  Robinson+Cole’s Environmental and Energy Issues Summit brings industry leaders together to discuss topics and regulatory updates relevant to environmental and energy professionals.  This year’s program included subjects such as “Plant Closures, Temporary Employees, … Continue Reading

Dealing With Shipping Companies: A Consistent Challenge for Manufacturers/Distributors

One of the most important things for a manufacturer/distributor is ensuring that its products are shipped in a reliable fashion so they arrive on time and in good condition.  Similarly, manufacturers rely heavily on shipping companies to deliver the raw materials that are used in the production process.  If shipping companies fail to deliver on … Continue Reading

Two Provisions In Commercial Contracts That Every Manufacturer/Distributor Should Review

There are two provisions in nearly every commerical contract that I tend to be asked about more than others.  These provisions are:  (1) indemnification clauses; and (2) “forum selection” clauses.  Most manufacturers and distributors are familiar with the first.  Not as many are familiar with the second. Fundamentally, an indemnification clause is typically designed to provide … Continue Reading

Industry Week Article Highlights Safety Concerns With Supply Chain

I just read a great article in the May 2014 IndustryWeek magazine entitled “Safety in the Supply Chain:  No Easy Fix.” [note: if you are not a subscriber to IndustryWeek magazine, you can sign up for free].  The article, which was written by Jill Jusko, focuses primarily on the challenges faced by global brands and retailers who use contract manufacturers … Continue Reading

Happy Earth Day! Let’s talk about Sustainable Manufacturing

It’s Earth Day, April 22, 2014, and I’m an environmental attorney.  So I felt compelled to make sure that my post this week focused on the environment and the efforts of the manufacturing community in improving our environment.   The (relatively) easy part is done – companies comply with the various air, water and waste laws … Continue Reading

A Warning For Distributors/Manufacturers: What Happens If You Fail To Get A Signature?

There is a level of informality that may arise after you deal with a business partner for several years.  In the beginning of a relationship, purchase orders and invoices may be completed with strict attention to detail while later in the relationship, a phone call or short memo might suffice.  As you may realize, any … Continue Reading

Responsible Care Qualifies for Liability Protection (Again) under the SAFETY Act

The chemical industry’s Responsible Care Security Code has qualified for five years of continued protection under the SAFETY Act, run by the Department of Homeland Security (“DHS”).  Responsible Care was first recognized by DHS in 2009 as a Qualified Anti-Terrorism Technology under the Support Anti-Terrorism by Fostering Effective Technologies (“SAFETY”) Act of 2002 and was … Continue Reading

Negotiating Distribution Agreements

Over the past several years, I have seen more manufacturers and distributors formalize their relationships through written distribution agreements.  While there are still companies that operate on a handshake, that type of arrangement has become riskier in light of the increase of litigation generally.  As you might imagine, the complexity of the distribution agreements vary greatly … Continue Reading

Transitioning to Safer Chemicals – A Win, Win, Win….

Last week, we discussed the new OSHA “Annotated Permissible Exposure Limits,” which OSHA announced in a press release dated Thursday, Oct. 24.  In the same press release, OSHA announced its new “Safer Chemical Tool Kit” for employers. The idea is to go beyond compliance, and substitute, reduce, or even eliminate chemical hazards.  This is not a … Continue Reading

Is It Time To Review (And Revise) Your Terms & Conditions of Sale?

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 … Continue Reading

A Waste to Energy Success Story

* The Manufacturing Law Blog provides timely commentary on issues of importance to manufacturers and distributors.  Contributors from the law firm of Robinson & Cole LLP are corporate compliance and litigation attorney, Jeff White; environmental, health and safety attorney, Pam Elkow; and labor and employment attorney, Nicole Bernabo.  A Waste to Energy Success Story  My posts … Continue Reading
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